[Partnership Agreement] Rufus, Sven, and Igor are partners in a Health Club. They executed a partnership agreement ten years ago. Rufus and Sven want to grow the company and approach Igor with their ideas. First, they want to add two partners into the partnership who have extensive capital. Second, they want to move the club into a new direction, by adding a restaurant and a casino. Third, they want to purchase new exercise equipment from SportsCo. Igor doesn't want to add new partners and despises the idea of adding the restaurant and casino. Igor agrees that new equipment is needed, but insists they continue to purchase equipment from HealthCo. Rufus and Sven tell Igor, that he's outvoted and also tell him they want to revise the partnership agreement's provision regarding mandatory retirement.
-Can Rufus and Sven change the partnership agreement if Igor votes against doing so?
A) Yes, because they have a majority vote.
B) No, because a written partnership agreement cannot be amended.
C) No, partnership decisions must be made by 4/5 majority.
D) Yes, as long as the change to the partnership agreement does not negatively affect any partner.
E) No, because all partners must agree with a change to an element of a partnership agreement.

Question

Quizplus · Accepted Answer

Changes to a partnership agreement typically require the consent of all partners, regardless of majority vote, especially when it comes to fundamental changes such as adding partners, changing the nature of the business, or amending provisions like mandatory retirement.

[Partnership Agreement] Rufus, Sven, and Igor Are Partners in a Health