Legal Definitions - special partnership

A special partnership is a descriptive term for a partnership formed for a very specific, often temporary, purpose, or one where the partners have agreed to particular terms that distinguish it from a standard general partnership. Unlike a "limited partnership" or "limited liability partnership," it is not a distinct legal entity type with universally defined statutory characteristics in most jurisdictions. Instead, it typically refers to a partnership with a highly focused objective, a defined duration, or unique structural agreements tailored to a particular venture or project.

Here are some examples to illustrate this concept:

• Example 1: Joint Construction Project

  Two independent construction firms, "BuildRight Inc." and "Solid Foundations LLC," decide to collaborate on a single, large-scale municipal bridge project. They form a partnership specifically for the duration of this project, agreeing to share resources, expertise, profits, and liabilities solely related to the bridge construction. Once the bridge is completed and handed over to the city, their partnership agreement stipulates that the special partnership will dissolve.

  This illustrates a special partnership because its existence is tied to a single, defined project, and it is intended to be temporary, concluding upon the project's completion.

• Example 2: Real Estate Development Venture

  An architect, a real estate investor, and a general contractor form a partnership with the sole purpose of acquiring a specific plot of land, developing a boutique apartment complex on it, and then selling the completed property. Their partnership agreement details their individual contributions, profit-sharing ratios, and specifies that the partnership will terminate once the apartment complex is sold and all financial obligations are settled.

  This is a special partnership due to its singular objective (developing and selling one specific property) and its predetermined end point, making it distinct from an ongoing general partnership in real estate.

• Example 3: Scientific Research Collaboration

  Two pharmaceutical companies, usually competitors, enter into a special partnership to jointly fund and conduct research for a new drug targeting a rare disease. Their agreement outlines the specific scope of the research, the timeline for development, how intellectual property will be shared, and the conditions under which the partnership will conclude, such as after a certain phase of clinical trials or if a patent is secured.

  This demonstrates a special partnership because it is formed for a highly specific research objective, has a defined scope and duration, and is separate from the companies' broader, ongoing business operations.