Exam 27: All Forms of Partnerships

For most purposes,the law recognizes a partnership as an aggregate of its members.

Venture Capital,LP,is a limited partnership.A Venture limited partner loses his or her limited liability if he or she

In most states,a general partner is jointly and severally liable for all partnership obligations.

Fact Pattern 27-2 (Questions 18-20 apply) Brad, Carlos, and Dora are general partners in Eastside Physicians, a medical clinic. -Refer to Fact Pattern 27-2.The partners decide to dissolve Eastside.Dora collects and distributes the firm's assets.This results in

A limited partner who participates in the management of the partnership may be personally liable to the firm's creditors.

Fact Pattern 27-1 Hal, Ira, and Jill are partners in Kappa Accessories, a computer peripherals firm. -Refer to Fact Pattern 27-1.Hal signs a contract with Lycra Chips,a retail component supplier,allegedly on Kappa's behalf.The contract is binding on

A partnership dissolves if any partner ceases to "carry on" partnership business.

Fact Pattern 27-2 (Questions 18-20 apply) Brad, Carlos, and Dora are general partners in Eastside Physicians, a medical clinic. -Refer to Fact Pattern 27-2.Brad,Carlos,and Dora decide to admit Faisal as a new partner in Eastside Physicians.Faisal's liability for partnership debts incurred before his admission is

Only a limited partnership's limited partners have a fiduciary obligation to the other partners.

International Exports,L.P.,is a limited partnership,with $100,000 in de?clared but unpaid profits.International's creditors include Friendly Credit Corporation for $5,000 and Gwen,one of International's limited partners,also for $5,000.When Harry,one of International's general partners,decides to retire,the other general partners vote to liquidate and dissolve the firm.The limited partners,who are not asked their opinions,want International to continue in business and file a suit against the general partners to compel this result.Can the court order International to continue? If not,what is the priority of the distribution of International's assets on its dissolution?

A limited liability partnership must be formed in compliance with state law.

Gallop Western Ranch is a family limited liability partnership (FLLP).In an FLLP,all of the partners must be