p-ship - liabilties of general partners to 3rd pty

Question 1

liabilties of general partners to 3rd pty

Answer 1

Agency principles apply
GP are liable for all p-ship obligations
GP liability by estoppel

Question 2

liabilties of general partners to 3rd pty

Agency principles apply

Answer 2

1. Partners are agents of the partnership for apparently carrying on usual partnership business
2. Therefore, the GP is liable for each partner’s torts in the scope of partnership business and for each partner’s authorized Ks.

Question 3

Agency principles apply

GP are liable for all p-ship obligations

Answer 3

Each GP is PERSONALLY LIABLE for all debts of the p-ship and for each co-partners’ torts.

1. Incoming partner’s liability for pre-existing debts
2. Dissociating (withdrawing) partner’s liability for subsequent debt.

Question 4

Agency principles apply
GP are liable for all p-ship obligations
1. Incoming partner’s liability for pre-existing debts

Answer 4

An incoming partner is generally NOT liable for prior debts. However, any capital paid in to the partnership by new partner can be used by the partnership to satisfy prior liability.

Question 5

Agency principles apply
GP are liable for all p-ship obligations
2. Dissociating (withdrawing) partner’s liability for subsequent debt.

Answer 5

Dissociating partners retain liability for future debts until actual notice of their dissociation is given to creditors OR until 90 days after filing notice of dissociation w/ the state.

Question 6

Agency principles apply

GP liability by estoppel

Answer 6

One who represents a 3rd pty that a general p-ship exists will be liable as if a general p-ship exists.