September 12, 2011
Introduction and "The Partnership of the Plane"
Posted by Bill Callison

I am looking forward to a stint as guest blogger, and hope I have something useful to say over the next two weeks.  I hope to bring the perspective of what Jeff Lipshaw called an "everyday lawyer-theorist" to the job.  We will have to see how it goes.

As Gordon noted, I am a partner in the Denver office of Faegre & Benson LLP, where my practice generally involves affordable housing and community development law and finance, corporate governance, and a large assemblage of partnership and LLC issues off various sorts.  In addition to practicing law for 29 years, I have written treatises on partnership law and on limited liability company law (both West) and a bunch of law review articles (mostly in the unincorporated business entity arena).  I also teach law on occasion (Colorado, Kentucky, Ottawa) and do other aspects of the law prof gig from time to time (symposia, dean search, stuff).  My themes for the next 2 weeks will likely orient themsevles around partnership and LLC topics, and will include one practitioner's view of the flagellation presently occuring in parts of the legal academy.  Some of my postings may directly (or indirectly - but never anonymously) refer to things written by another Coloradan, Paul Campos, who I believe to be doing a combination of service (e.g., calling important questions) and disservice (e.g., making some observations that I believe to less than well grounded in reality and perspective).

Yesterday, September 11, 2011 was the 10th anniversary of some terrible events, from which some of my friends survived and in which several acquaintances died.  In October 2001, my good friend Peter Hutcheon wrote his quarterly essay for the ABA Business Law Section, LLC, Partnership & Unincorporated Entities Committee’s newsletter.  After mentioning some of the complex conceptual issues then being wrestled with by committee members, he concluded with his thoughts on “The Partnership of the Plane”:

"So we who have struggled mightily on the nice distinctions [of partnership and LLC law] might now contemplate that our efforts were merely in the voids of the fundament, revealed for their insignificance in the twisted wreckage of a subbasement.  Like some later day Ozymandias, we who strove mightily for law and reason, might well be seen as having only the desert of rubble to mark those transitory efforts. . . .

Those of us in the partnership bar know that a general partnership requires the least formality to organize. . . . And indeed, in times of manifest necessity, actions may speak louder than words, creating a partnership by estoppel.

It appears that this Partnership of the Plane, comprised of the seven crew members and thirty-four passengers, informed by telephone calls to family and friends, was fully aware that two commercial passenger jets had already crashed into the World Trade Center and may have known that a third had crashed into the Pentagon.  Following simple but apt principles of governance, this Partnership of the Plane determined that it was time “to take arms against a sea of trouble, and by opposing end them.” . . . In the burned out wreckage of Flight 93 near Shanksville, Pennsylvania lies the emblage of a human spirit that transcended terror . . . and so the White House, or the Capitol or some other physical reification of the American Republic still stands. 

 To each of the Partners of Partnership of the Plane, to all whose lives were taken by these unleashed Dogs of War and to all who gave their lives that others might live . . . , we offer the poetic insight of Laurence Binyon in “To The Fallen”:

 They shall not grow old, as we

            who are left grow old;

Age shall not weary them, nor

            the years condemn.

As the going down of the sun,

            and in the morning

We shall remember them."


With that, and with the comment that the last 10 years may have helped demonstrate that our efforts are not merely in the voids of the fundament, I salute the Partnership of the Plane, and I salute you and others who continue to strive mightily for law and reason.  I look forward to sharing my few thoughts on partnership (and LLCs) and on law and reason with you the next two weeks.

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