Baldwin Bicycle

Three Toronto accountants, Larry, Curly and Moe, shared space in an office that had a sign on the door saying Ў°AccountantsЎ±. They read about Ў°LLPsЎ± in an accounting trade magazine, and began discussing entering into an LLP among themselves. Many lunch meetings were held to work out the details, and they even got so far as to have a draft agreement drawn up, before Moe changed his mind and refused to go along with the others. Larry and Curly were still convinced that they wanted to form an LLP and signed the draft agreement, telling Moe that Ў°majority rulesЎ±. However, Moe simply walked away from them saying Ў°forget itЎ±, and refused to sign.

As it was, Larry, Curly and Moe all shared the expenses of the office and a portion of the fees for any clients that they referred to each other (each having their own separate area of expertise), and continued to do so after the discussions described above.

Some months later, one of CurlyЎЇs clients, an officer of Benron Inc., came to him asking him to prepare an audited set of financial statements which Benron could use to show to banks in order to convince the banks to lend Benron money for expansion of its Acton operations. Curly was a little distracted that day, having just had another argument with Moe over forming an LLP, as well as feeling the after effects of too little sleep from having stayed up late to watch baseball playoffs last night. However, the client wanted the financial statements back