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General Partnership Agreement End Notes

This document establishes the Little Dreams Racing Little Daniella General Partnership Agreement. The purpose of the partnership is to train and race the thoroughbred filly Little Daniella and, eventually, sell her. The agreement outlines the term of the partnership, management authority given to Little Dreams LLC as manager, accounting policies, expenses, insurance obtained, and restrictions on partner assignments.

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borg warner
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
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Topics covered

  • Legal Rights,
  • Horse Sale,
  • Business Purpose,
  • Mediation,
  • Amendments,
  • Expenses Reimbursement,
  • Principal Office,
  • Governing Law,
  • Accounting Policies,
  • Voting Rights
0% found this document useful (0 votes)
127 views10 pages

General Partnership Agreement End Notes

This document establishes the Little Dreams Racing Little Daniella General Partnership Agreement. The purpose of the partnership is to train and race the thoroughbred filly Little Daniella and, eventually, sell her. The agreement outlines the term of the partnership, management authority given to Little Dreams LLC as manager, accounting policies, expenses, insurance obtained, and restrictions on partner assignments.

Uploaded by

borg warner
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

Topics covered

  • Legal Rights,
  • Horse Sale,
  • Business Purpose,
  • Mediation,
  • Amendments,
  • Expenses Reimbursement,
  • Principal Office,
  • Governing Law,
  • Accounting Policies,
  • Voting Rights

LITTLE DREAMS RACING LITTLE DANIELLA

GENERAL PARTNERSHIP AGREEMENT

This is the LITTLE DREAMS RACING LITTLE DANIELLA GENERAL PARTNERSHIP


AGREEMENT (“Agreement”) and is executed as of the __ day of _________, 2013, by and
among the parties subscribing hereto and all Partners subsequently admitted to the Little Dreams
Racing LITTLE DANIELLA General Partnership (the “Partnership”). The parties hereto form
the Partnership and provide that this Agreement and the Accounting Policies attached hereto and
made part of this Agreement shall constitute the sole documents governing the Partnership.

I. GENERAL

A. Name.

The name of the Partnership is the Little Dreams Racing LITTLE DANIELLA General
Partnership.

B. Business Purpose.

The Partnership’s purpose is to train and race the Thoroughbred Filly LITTLE DANIELLA
(2011) by [Link] out of WELLINGTONS CHOICE (hereafter individually, the
“Horse”) and, at the end of the racing career of the Horse or when otherwise deemed advisable
by the Manager, to sell the Horse. The business and purpose of the Partnership may not be
substantially changed without the written approval of all of the Partners.

C. Term.

The Partnership shall commence on the date of this Agreement and shall continue until the
earlier to occur of (i) December 31, 2019 or such other date as Manager shall determine, (ii) the
date on which the last Horse is sold by the Partnership, or (iii) an event causing dissolution of the
Partnership as otherwise provided in this Agreement. Upon expiration of the term of the
Partnership, the Partnership shall be dissolved in accordance with Provision VII.

D. Management Authority.

The Manager shall have responsibility for the management of the Partnership and the conduct of
its business operations. All significant decisions of the Partnership, including, for example,
decisions regarding racing and/or sale of all or part of the Partnership’s sole assets, the Horses,
shall be determined by Manager. Except as expressly authorized in this Agreement, no Partner
shall have the authority to act for or bind the Partnership.

E. Manager.
The Partners may at any time and from time to time by a vote of eighty-one percent (81%) in
Interest designate a Manager for the Partnership (“Manager”). Little Dreams, LLC is hereby
designated as the initial Manager. Any Manager may withdraw upon sixty (60) days prior written
notice to the Partnership.

F. Principal Office.

The principal office of the Partnership shall be at 6387 NW 72nd Place, Parkland, Florida 33067,
or at such other place as the Manager may from time to time determine.

II. ACCOUNTING

The accounting for the Partnership shall be conducted according to the Accounting Policies
attached hereto as Exhibit “B” and agreed to and acknowledged by the signature of each Partner
to this Agreement, which Policies are hereby incorporated and made part of this Agreement.

III. PARTNERSHIP PROPERTY

A. General, Cash and Tangible Personalty.

Partnership property shall be held in the name of the Partnership. All funds of the Partnership
shall be kept in bank accounts, as the Manager may determine, in the Partnership’s name. All
tangible personal property of the Partnership shall be kept at such place as the Manager may
from time to time determine.

IV. MANAGER; OPERATIONS

A. Conduct of Business.

Except as otherwise provided under the terms of this Agreement, the daily business of the
Partnership shall be conducted in the name of the Partnership by the Manager on behalf of the
Partners. The Manager shall also have the authority and power on behalf of the partnership to:
(a) open, maintain and close bank accounts; (b) sign checks; (c) to select races and qualify the
Horses to race and designate the representative partners to be listed as owners; (d) to solicit and
accept offers for purchase of all, or any portion of the Horse or enter into any contract for
syndication or management of all, or any portion of the Horse; and (e) generally to act for the
Partnership in all matters incidental to the foregoing and to the day-to-day operations of the
Partnership. Without the prior written approval of a majority in voting Interest of the Partners
neither the Manager nor any Partner shall: (a) borrow money on behalf of the Partnership; (b)
lend money on behalf of the Partnership; or (c) enter into any contract in the name of the
Partnership for the purchase of goods or services (other than for the acquisition of the Horse) if
the payment required from Partnership funds exceeds $25,000.

B. Management Fee.
Manager shall receive no compensation for its services as Manager subsequent to the date of this
Agreement. Provided, however, that the Partners acknowledge that Manager has retained an
undivided twenty percent (20%) interest in the Partnership in consideration of its Management of
the Partnership following the date of this Agreement.

C. Racing Related Matters

The Horse shall race in the name of the Partnership or the Partners, as the applicable rules of
racing may require, and in the silks and colors of the Manager. Any trophy won by the Horse
(including an Eclipse or other award) shall be retained by the Manager. Any other Partner may
obtain an exact duplicate of such trophy, at such Partner’s sole cost and expense. Complimentary
or reserved seating accommodations to the extent such seating and accommodations are available
in sufficient quantity at racetracks shall be allocated among the partners in proportion to their
respective ownership percentage in the Partnership to the greatest extent possible.

D. Expenses Incurred on Behalf of Partnership.

The Partners shall reimburse the Manager for one hundred percent (100%) of the expenses
incurred by the Manager on behalf of the Partnership. The expenses to be reimbursed shall
include, for example, upkeep of the Horse, training expenses, liability insurance, mortality and
stable insurance and bookkeeping fees, office expenses, and legal and accounting fees. Such
expenses shall be billed by the Manager to the Partners and shall thereafter be paid within thirty
(30) days of such billing. Any Partner who shall become in default in the payment of expenses
due to the Partnership shall be assessed interest at the rate of two per cent per month on all such
outstanding sums. Such expenses paid under this item D. will be treated as Partnership expenses
and reported on the Partnership income tax return and will be specifically allocated as a
deduction or cost to the Partner who paid such deduction or cost.

E. Prior Incurred Expenses.

Listed on Exhibit “A” hereto are the total initial Capital Contributions of each of the Partners,
which include the acquisition prices of the Horse, the cost of the Manager’s ownership interest in
the Partnership, together with initial acquisition costs, expenses and taxes prior to the date of this
Agreement and the percentage ownership of each Partner in the Partnership.

F. Insurance.

The Manager may obtain for the Partnership, coverage for mortality insurance on the Horse
listed on Exhibit “A”, including utilizing aggregate deductibles and the coverage for the Horses
on policies with non-Partnership horses owned or controlled by Manager for such periods as
Manager deems appropriate following commencement of the Partnership. The Manager shall
have discretion to establish the values placed on the Horse for purposes of such insurance.
Manager may also purchase at the Partnership’s expense and keep in full force and effect for the
term of the Partnership, general stable liability insurance and owners or jockeys insurance
policies as required by applicable racing authorities with respect to the operations of the
Partnership.

G. Indemnification.

The Partnership shall indemnify and save harmless the Partners and Manager for any loss,
damages, or expense incurred by any of them by reason of any act or omission to act on behalf of
the Partnership performed by any of them in good faith, not in violation of this Partnership
Agreement and without gross negligence.

H. Conflicts of Interest.

The Manager and its Members may be a Partner in this or any other partnership, and may
otherwise engage in the thoroughbred training and racing businesses; or manage or advise
entities engaged in the thoroughbred racing business. Such activities, whether or not they conflict
with the best interest of the business of the Partnership, shall not be considered grounds for a
claim of breach of the Manager’s duties to the Partnership.

V. ASSIGNMENT; ADDITIONAL PARTNERS

A. Assignment Restricted.

A Partner may only assign his or her interest in the Partnership to another Partner pursuant to a
written offer to purchase, which written offer to purchase discloses the complete terms of the
offer and the identity of the buyer, subject to the First Right of Purchase of the other Partners, as
provided in Provision V.B. In no event shall a Partner’s interest be advertised for sale or sold at
auction.

B. First Right of Purchase by Other Partners.

A Partner who desires to sell his or her interest (the “Selling Partner”) shall give written notice to
the other Partners and to the Manager, which notice shall include the written offer to purchase
from the prospective buyer. Such notice shall constitute an offer by the Selling Partner to sell his
interest to the remaining Partners and Manager. Within ten (10) days following receipt of such
notice from the Selling Partner, each of the other Partners and Manager shall have the right to
acquire the Interest at the price and on terms no less favorable than those set forth in the written
offer to purchase. In the event two or more remaining Partners and/or Manager accept the
Selling Partner’s offer, the interest of the Selling Partner shall be purchased by such remaining
Partners in proportion to such remaining Partners’ ownership interest in the Partnership at such
time.

C. Condition of Becoming a Substitute Partner.

A buyer shall become a Partner (and referred to sometimes as the “Substitute Partner”) only
upon executing a full counterpart of this Partnership Agreement thereby agreeing to be bound by
all terms hereof. Any Substitute Partner must be approved in writing by Manager in order to be
eligible to become a Substitute Partner.

D. Rights of a Substitute Partner.

The Substitute Partner shall have only the right to receive the share of profits and distributions
and to have the interest in capital to which the Selling Partner would otherwise be entitled under
the Agreement.

E. Additional Partners.

The Partnership shall have the right to admit Additional Partners at the Manager’s discretion.

VI. DEATH OR INCOMPETENCY OF A PARTNER

A. Dissolution Upon Death of a Partner; Vote to Continue.

The Partnership shall be dissolved upon the death of a Partner, unless the business of the
partnership may by the remaining Partners upon vote of a majority in Interest elect to continue
the Partnership, in which event the Partnership shall continue with the deceased Partner’s estate,
or with such person who succeeds to the deceased person’s interest by inheritance.

B. Continuation in Event of Bankruptcy or Legal Incompetency.

In the event of the bankruptcy or adjudication of incompetency of a Partner, the Partnership shall
not be dissolved, but the interest of the bankrupt or incompetent Partner shall be deemed offered
for sale to the other Partners at a cash price equal to the bankrupt or incompetent Partner’s
capital account with the following adjustment: The value of the Horse will be determined by an
appraisal commissioned by the Manager. The Partner’s proportionate interest in this appraised
value shall be substituted for that Partner’s interest in the net book value of the Horse in the
computation of their capital account. If more than one Partner accepts the offer, then the
accepting Partners shall acquire portions of the bankrupt or incompetent Partner’s interest in
proportion to their Interest. In the event no Partner accepts the offer, then the Partnership shall
dissolve.

VII. DISSOLUTION AND TERMINATION, LIQUIDATION

Upon dissolution, the Partnership affairs shall be wound up and its property liquidated as rapidly
as business circumstances will permit. If sold at public auction, each Partner shall have the right
to bid on and purchase any of the assets being sold. The trainer of the Horse shall be paid a five
percent (5%) commission upon sale of the Horse.
The assets of the Partnership shall be applied to the following purposes in the following
order: (a) to pay or provide for all amounts owed by the Partnership to creditors other than
Partners, including without limitation, to pay for the expenses of winding up the Partnership
affairs; (b) to pay or provide for payment of amounts owed to Partners or Manager (exclusive of
Capital Accounts) under this Agreement or agreements validly entered into by the Partnership;
and (c) the balance, if any, shall be distributed to the Partners in accordance with their respective
Capital Accounts. The winding up shall be conducted by the Manager. Upon making of all
distributions required under this agreement the Partners shall execute, acknowledge, deliver and
file of record all documents required to terminate the existence of the Partnership under
applicable law.

VIII. WARRANTIES OF PARTNERS

A. Warranties of the Partners.

Each Partner warrants to the others, and to any Manager, that the following are true:

(a) The Partner intends to actively participate in the business of the


Partnership;

(b) Partner has received and read the Partnership Agreement, including
all provisions thereof, and understands the rights of a prospective member of
the Partnership. Partner has executed the Partnership Agreement. Partner is
relying solely on the terms of such document with respect to the Partnership
and not on any other oral or written statements by any person or entity.

(c) Partner has received information related to the Partnership, and all
other material aspects of the Partnership and has had every opportunity to
ask questions relevant to the formation and operation of the Partnership and
such questions have been answered to the satisfaction of Partner.
PARTNER HAS BEEN INFORMED THAT THE PURCHASE OF
THOROUGHBRED HORSES, PARTICULARLY AS RACING
PROSPECTS IS A HIGH RISK ACTIVITY.

(d) Partner acknowledges and agrees that the purchase of the interest in
the Partnership by Partner is made with NO REPRESENTATION OR
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY,
OR ANY OTHER EVENT, COVENANT, OR CONDITION,
INCLUDING WITHOUT LIMITATION, THE HEALTH OR RACING
ABILITY OF THE HORSES, BREEDING, OR FUTURE VALUE AND
PARTNER THEREFORE AGREES TO ACCEPT THE INTEREST IN
THE PARTNERSHIP AT THE TIME OF CLOSING ON A “AS IS”
AND “WITH ALL FAULTS” BASIS.
(e) Partner has knowledge and experience in financial business matters,
has substantial experience in the thoroughbred horse business, is
knowledgeable and experienced with respect to investments in the horse
industry in general and the racing segment of the horse industry in particular,
and is capable of evaluating the merits and risks of an investment in the
Partnership.

(f) Partner specifically acknowledges the restrictions on transfer set forth


in the Partnership Agreement.

(g) Partner warrants and represents that Partner is fully qualified to


obtain an owner’s license to race in all jurisdictions and therefore has not
been convicted of a felony, is not currently the subject of criminal
investigation and has not been denied application for an owner’s license for
racing purposes in any jurisdiction.

(h) Partner acknowledges that the representations, warranties and


covenants of Partner contained in this Agreement shall survive the purchase
by Partner of the interest in the Partnership.

(i) The Partner has received no tax advice from Manager or any other Partner.

(j) The Partner is the sole person acquiring the interest in the Partnership and
in the event such interest is being acquired by a corporate or other entity
created under the laws of any state, all Partners and Members of such
entity have been fully disclosed and such entity is duly incorporated and in
good standing in its state of existence.

B. Remedies for Breach of Warranty.

In the event the Partnership, acting through vote of a majority in Interest, or the Manager, acting
within its reasonable discretion, determines that a Partner has breached any warranty set forth in
Provision VIII.A, the breaching Partner’s interest shall be deemed offered for sale in the same
manner as that of a bankrupt or incompetent Partner as set forth in Provision VI.B. The
Partnership and the Manager shall have further rights to collect from the breaching Partner all
damages (including expenses and legal fees) resulting from the breach.

IX. MISCELLANEOUS

A. Self-dealing.

No contract or transaction between the Partnership and any one or more of its Partners or
between the Partnership and any other organization in which any one or more of the Partners are
directors or officers, or have a financial interest, shall be void or voidable solely for such reason
that the Partners or Partners were present at, or participated in, a meeting of the Partnership
which authorized such contract or transaction, or solely because his or their votes are counted for
such purpose, if the material facts as such Partner’s or Manager’s relationship or interest are
disclosed to or are known by all of the Partners prior to their approval thereof.

B. Other Interests of Partners of Manager.

Each Partner and Manager may engage in business ventures of any nature and description,
independently or with others. Neither the Partnership nor the other Partners shall have any rights
in or to such independent ventures or the income derived from such ventures.

C. Actions by the Partners.

Actions by the Partners may be accomplished by vote at a duly-convened meeting of the


Partners, or by written consent of the required number of Partners. Meetings of the Partners may
be called by the Manager or by Partners holding not less than fifty-one percent (51%) Interest in
the Partnership upon not less than seven (7) business days prior written notice to all Partners.
The Manager or calling Partners shall designate in the notice the place of the meeting, which
may be attended by conference call.

D. Notices.

Any notices shall be in writing and shall be deemed to have been given when delivered or mailed
by certified mail, postage prepaid, or by a recognized overnight delivery service such as Federal
Express, addressed as follows: (a) if to a Partner, to the Partner’s respective address set forth in
this Agreement; and (b) if to the Partnership, at its principal office. Any notice may be waived in
writing by the Partner entitled to receive it. Any Partner may from time to time change his
address for purposes of this Agreement upon the giving of ten (10) days notice thereof to the
other Partners and the Partnership as provided herein.

E. Amendments.

This agreement may not be amended nor shall any waiver, change, modification, consent or
discharge be effective except by an instrument in writing executed by or on behalf of all of the
Partners.

F. Counterparts.

This Agreement may be executed in counterparts (each of which need not be executed by each of
the Partners), each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and in pleading or proving any provision of this
Agreement, it shall not be necessary to produce more than one of such counterparts.

G. Partnership Name and Good Will

At no time during the continuation, liquidation or dissolution of the Partnership shall any value
ever be placed on the name or good will of the Partnership, either as among the Partners or for
the purposes of determining distributions, nor shall the personal representatives of a deceased
have any right to claim any such value.

H. Waivers; Entire Agreement.

Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any
other breach of such terms or conditions or any other term or condition, nor shall any failure to
enforce any provision of this Agreement operate as a waiver of such provision or of any other
provision. The Partners agree that this Agreement, including all Schedules and Exhibits hereto,
constitutes the entire Agreement among them with respect to the subject matter of the
Partnership and supersedes all prior agreements and understandings between them as to such
subject matter.

I. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida.

J. Binding Effect.

This Agreement shall bind and inure to the benefit of each of the Partners and their respective
heirs, executors, administrators, personal representatives, successors and assigns. This
Agreement may be executed in counterparts, by facsimile or original signatures, each of which
counterparts shall have the full force and effect of a single original document.

K. Governing Law and Resolution of Disputes.

This Agreement shall be governed and construed in accordance with the Laws of the State of
Florida. If a dispute arises out of or relates to this Agreement or this Partnership, and if said
dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle
the dispute by voluntary mediation under the Commercial Mediation Rules of the American
Arbitration Association, before resorting to arbitration.
Any dispute that cannot be resolved by mediation within 30 days shall be finally resolved by
binding arbitration administered by the American Arbitration Association under its Commercial
Arbitration rules, and judgment upon the award rendered by the arbitrators may be entered, under
seal, by the State of Federal Courts of Florida, to the jurisdiction of which Courts all parties
hereto consent. The arbitration shall be conducted in Parkland, Florida. There shall be three
arbitrators, named in accordance with such rules. The award of the arbitrators shall be
accompanied by a statement of the reasons upon which the award is based.

IN WITNESS WHEREOF, the parties have hereunto executed or caused to be executed this
Agreement as of the date first above written.

LITTLE DREAMS, LLC


MANAGER
By: __________________________

Its: __________________________

PARTNER: ____________________________

By: ___________________________________

Its: ___________________________________

Common questions

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If a partner becomes bankrupt, their interest is offered for sale to the other Partners at a cash price related to the appraised value of the Horse and their capital account. If no Partners purchase it, the Partnership dissolves .

Partners reimburse the Manager for all expenses incurred on behalf of the Partnership, including horse upkeep, training, and insurance costs. These expenses must be paid within 30 days of being billed, and are treated as Partnership expenses on the income tax return .

The business purpose of the Little Dreams Racing Little Daniella General Partnership is to train and race the Thoroughbred Filly LITTLE DANIELLA and, at the end of her racing career or when deemed advisable by the Manager, sell the Horse. The business and purpose of the Partnership cannot be substantially changed without the written approval of all Partners .

The Partnership indemnifies the Manager and Partners for losses incurred from actions taken in good faith and not negligently. This protects them from personal liability if acting appropriately under the agreement terms .

The partnership agreement can only be amended through a written instrument executed by all Partners, ensuring unanimous consent to changes, protecting the interests and agreements of all involved .

The Manager does not receive direct compensation but retains a 20% interest in the Partnership as consideration for management services subsequent to the agreement .

Partners warrant to actively participate in the Partnership, understand its risk, and acknowledge no guarantees about the horses' racing or breeding potential. They agree to the "as is" condition at closing and confirm their eligibility for an owner's license .

The Manager has the authority to open, maintain, and close bank accounts, sign checks, and solicit offers for the purchase or syndication of the Horse. However, the Manager cannot borrow or lend money, or enter contracts exceeding $25,000 without majority Partner approval .

The Partnership can dissolve upon reaching its term on December 31, 2019, the sale of the last Horse, or another dissolution event. The term cannot be extended or altered without agreement .

The agreement states that transactions between the Partnership and entities where Partners have an interest are not voidable solely for being interested transactions if material facts are disclosed and known by all Partners prior to approval, ensuring transparency and mitigating conflicts of interest .

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