...l liability based on Kai's conduct at the loan meeting? Tests limited-partner liability without turning it into a rote control-rule question; facts require reliance and statutory nuance. Uniform Limited Partnership Act p...
Citations: Uniform Limited Partnership Act principles
...than Diaz's share, what internal rights may Diaz have? Tests personal partner liability for partnership tort obligations and separates external creditor rights from internal contribution. Uniform Partnership Act and Revi...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
A limited partner suspects that the general partner has been paying inflated management fees to an affiliate. The limited partner asks for recent financial statements, capital-account records, and contracts with the affi...
Citations: Uniform Limited Partnership Act principles
A properly registered LLP borrowed money from a bank. One partner signed the loan agreement for the LLP and also signed a separate document titled "Personal Guaranty." The LLP defaulted. Which statement is most accurate...
Citations: Uniform Partnership Act LLP principles
A properly registered LLP provides engineering services. One partner negligently designs a retaining wall. A second partner had no involvement in the project and did not supervise the negligent partner. The client sues t...
Citations: Uniform Partnership Act LLP principles
Sim and Tarlow practice architecture through Sim & Tarlow LLP. The partnership properly filed its LLP registration before the events at issue. Sim negligently approved structural drawings for a client project, causing th...
Citations: Uniform Partnership Act LLP principles
Three partners operate Ridge Outdoor, a general partnership that sells camping gear. Their partnership agreement says that no partner may place a single inventory order over $20,000 without unanimous consent. The partner...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
Two accountants, Vega and Wynn, operated a general partnership. On January 5, they signed a partnership agreement stating, "The firm will operate as an LLP, and neither partner will be personally liable for firm debts."...
Citations: Uniform Partnership Act LLP principles
Two partners signed an agreement saying, "We are now an LLP and no partner will be personally liable for firm debts." They did not file an LLP registration until two months later. During the two-month gap, the firm incur...
Citations: Uniform Partnership Act LLP principles
...beyond her investment. Orin and Pilar filed a certificate of limited partnership naming Orin as the sole general partner and Pilar as the sole limited partner. The partnership agreement gave Orin authority to manage the...
Citations: Uniform Limited Partnership Act principles
Partner A and Partner B were married in State E and lived there for 20 years. Partner A left State E, rented a short-term vacation apartment in State F, and filed for divorce there after satisfying State F's 60-day resid...
Citations: U.S. Const. art. IV, section 1, 28 U.S.C. 1738, Williams v. North Carolina, 325 U.S. 226 (1945), Sherrer v. Sherrer, 334 U.S. 343 (1948)
A corporation's articles limit director monetary liability to the fullest extent permitted by statute. A shareholder sues directors for an uninformed decision and separately sues one director for secretly taking a vendor...
Citations: Model Business Corporation Act director-liability principles
A creditor obtained a personal judgment against one partner for an unrelated car loan. The creditor wants to collect by taking partnership equipment and voting the debtor partner's interest to force a sale of the busines...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
A limited liability company has members who are citizens of States A, B, and C. The LLC was organized in State D and has its headquarters in State E. What is the LLC's citizenship for diversity purposes? The correct answ...
Citations: Carden v. Arkoma Associates, Section 1332 diversity principles
A limited partner sold her entire LP interest to a buyer. The partnership agreement required general partner consent before a transferee could become a substituted limited partner, and no consent was given. The buyer now...
Citations: Uniform Limited Partnership Act principles
A partner sold "my entire interest in the partnership" to an outside investor. The other partners did not consent to admitting the investor as a partner. The investor now demands the right to vote on ordinary business de...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
A partner withdrew from a general partnership. The partnership removed the partner from internal records but did not notify a long-time supplier and did not update its public website for several months. The former partne...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
In a federal products-liability trial, the jury returns a general verdict for the plaintiff but also answers written questions saying the product was not defective and the defect caused no injury. The parties dispute wha...
Citations: Fed. R. Civ. P. 49
Two founders want to operate through a limited liability company. When does an LLC generally come into legal existence? The correct answer states the basic statutory formation trigger for an LLC. Revised Uniform Limited...
Citations: Revised Uniform Limited Liability Company Act principles
A consumer filed a federal products-liability action after a battery-powered scooter caught fire. Before suit, the consumer's lawyer sent the manufacturer a letter identifying the scooter model, the fire date, the warran...
Citations: Fed. R. Civ. P. 26(f), Fed. R. Civ. P. 37(e)
...rporation's articles include a provision limiting directors' monetary liability to the fullest extent permitted by the corporation statute. A shareholder alleges that directors made an ordinary negligent business decisio...
Citations: Model Business Corporation Act director-liability limitation principles
A defendant answered a federal complaint by denying liability. The answer did not mention release, payment, statute of limitations, or waiver. Six months later, the defendant sought summary judgment based on a release si...
Citations: Fed. R. Civ. P. 8(c), Fed. R. Civ. P. 15
A general partnership owed $90,000 to a supplier. One month later, Dana was admitted as a new partner and contributed $30,000 to the partnership. The supplier now seeks to collect the old debt from Dana's personal bank a...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
A judgment creditor of a limited partner wants to collect a personal judgment by taking the LP's delivery vans and voting the limited partner's interest to sell the business. What is the creditor's usual remedy against t...
Citations: Uniform Limited Partnership Act principles
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