Partnership Liability

Question 1

Partnerships

Answer 1

Partnerships are liable on all contracts entered into by a partner with actual or apparent authority. Apparent authority includes transactions that are within the ordinary course of a partnership’s business or businesses of the kind carried out by the partnership, unless the third party knew that no actual authority existed.

Question 2

GP Partners

Answer 2

Jointly and severally liable for all obligations of the partnership, but the plaintiff must first exhaust the partnership’s assets.

The partner can get contribution from fellow partners where he pays more than his share of a liability.

Question 3

LP Partners

Answer 3

General partners are jointly and severally liable for all obligations of the partnership

Limited partners are not personally liable for the partnership’s obligations and stand to lose only the value of their contributions

Question 4

LLP and LLLP Partners

Answer 4

No partner is personally liable for partnership obligations and stand to lose only their contributions.