Partnership Essay Rules Flashcards
(124 cards)
1
Q
T/F In VA, a written partnership agreement is not necessary to establish a partnership
A
True
2
Q
T/F [No written partnership agreement]
In VA, a ________ is not necessary to establish a partnership written partnership agreement
A partnership can be formed upon the oral agreement of two or more persons to operate as co-owners a business for profit
A partnership may be implied from the conduct of the parties
The contribution of $ or services in return for a share of profits creates a presumption of general partnership
A
True
3
Q
In VA, a ________ is not necessary to establish a partnership
A
Written partnership agreement
4
Q
A partnership can be formed upon
A
The oral agreement of two or more persons to operate as co-owners a business for profit
5
Q
A partnership can be formed in two ways:
A
1) Oral agreement of two or more people to operate as co-owners a business for profit; or
2) A partnership may be implied from the conduct of the parties
The contribution of $ or services in return for a share of profits creates a presumption of general partnership
6
Q
May a partnership be implied from the conduct of the parties?
A
Yes - the contribution of $ or services in return for a share of profits creates a presumption of general partnership
7
Q
The contribution of $ or services in return for a share of the profits creates
A
A presumption of general partnership
8
Q
What creates a presumption of general partnership
A
The contribution of $ or services in return for a share of profits
9
Q
The formation of a partnership does not require an agreement that parties share
A
Losses
10
Q
[Sam: not responsible for losses bc partnership agreement did not address losses]
If a partnership agreement is silent as to the division of losses, they will be
A
Shared the same way that profits are shared
[Here, Brad and Sam’s agreement did not address losses explicitly, it did state that profits would be shared equally. Therefore, the court will presume that losses are shared equally as well]
[Regardless, as a partner, Sam is liable to third parties for the entire amount of partnership debt bc partners are jointly and severally liable for K obligations of the partnership]
11
Q
Partners are ________ for contract obligations of the partnership
A
Jointly and severally liable
12
Q
T/F As a general rule, a partnership will be bound by the act of any partner carrying on in the ordinary course of the business of the partnership unless the partner had no authority to act in the matter and the person with whom the partner was dealing knew or had received notification of that lack of authority
A
True
[Obtaining $ to purchase inventory is apparently within the scope of the partnership business here, and nothing indicates that Brad lacked authority to obtain loans for inventory or that Suzie knew of this. Thus, Sam did not sign the note or that Brad lacked the authority to borrow $ are not valid defenses for Sam
13
Q
As a general rule, a partnership will be bound by the act of
A
Any partner carrying on in the ordinary course of the business of the partnership unless the partner had no authority to act in the matter and the person with whom the partner was dealing knew or had received notification of that lack of authority
14
Q
As a general rule, a partnership will be bound by the act of ________ unless the partner had ________ and the person with whom the partner was dealing ________ or ________ of that lack of authority
A
Any partner carrying on in the ordinary course of business of the partnership; no authority to act in the matter; knew; had received notification
15
Q
T/F [Sam’s argument that he was a limited partner]
For a limited partnership to exist as a legal entity, a certificate of limited partnership signed by all general partners must be filed with the SCC
[In this case, no certificate of limited partnership was filed with the SCC. Even if Sam had an erroneous but good faith belief that he was a limited partner, the court will still find that he is liable to Suzie]
A person who erroneously but in good faith believes that he is a limited partner is liable to third parties who believed in good faith that he was a general partner and acted on that belief
[In this case, Suzie knew that Brad and Sam were partners when she made the loan to New Acme Motors and she was reasonable and in good faith acting on his apparent status. Thus, the court will find that Sam is liable to Suzie for the $50,000 loan]
A
True
16
Q
For a limited partnership to exist as a legal entity,
A
A certificate of limited partnership signed by all general partners* must be filed with the SCC
17
Q
A person who erroneously but in good faith believes that he is a limited partner is liable to third parties who
A
Believed in good faith that he was a general partner and acted on that belief
18
Q
T/F Unless specifically stated in the agreement, partnerships are at-will and dissolution is automatic upon notice of the expressed will of any partner to dissociate
The partnership continues to exist after dissolution until the partnership is wound up
A partnership can be bound after dissolution by any act of a partner appropriate for winding up the partnership’s business
During the winding up period, the partnership will be liable for other acts if the party with whom a partner dealt did not have notice of the dissolution
A
True
[In this case, although facts indicate that Sam had already expressed his intent to end the partnership, the loan (Drawn from the line of credit) from First Bank was taken during the winding up period. Since the loan’s purpose was to cover expenses of winding up the partnership is liable]
[Even if Sam argues that the expenses were not appropriate to winding up the partnership business, First Bank did not have notice of the dissolution and the partnership will therefore be liable]
19
Q
Unless specifically stated in the agreement, partnerships are at-will and dissolution is
A
Automatic upon notice of the expressed will of any partner to dissociate
20
Q
Unless specifically stated in the agreement, partnerships are _______ and dissolution is _______
A
At-will; automatic upon notice of the expressed will of any partner to dissociate
21
Q
The partnership continues to exist after ________ until ________
A
Dissolution; the partnership is wound up
22
Q
A partnership can be bound after dissolution by
A
Any act of a partner appropriate for winding up the partnership’s business
23
Q
During the winding up period, the partnership will be liable for other acts if the party with whom a partner dealt did not have
A
Notice of dissolution
24
Q
Partnership formation
A
A partnership is an association of one or more persons to carry on as co-owners a business for profit
No formalities or formal agreement are required to form a partnership
Absent an agreement, a partnership may be implied from the conduct of the parties
The contribution of money or services in return for a share of profits creates a presumption of general partnership
25
A partnership is an **association of one or more persons** to
Carry on as co-owners a business for profit
26
No formalities or formal agreement are required to
Form a partnership
27
Absent an agreement, a partnership may be implied from
The conduct of the parties
28
The contribution of money or services in return for a share of profit creates a presumption of
General partnership
[They practiced law under the firm name and referred to themselves as equal partners]
29
Dissociation (death) - A partner becomes dissociated from the partnership by
A partner's death
However, the dissociation of a partner by death does not trigger dissolution and winding up of the partnership
30
T/F A partner becomes dissociated from the partnership by a partner's death
However, the dissociation of a partner does not trigger dissolution and winding up of the partnership
True
[Burton's death caused his dissociation from the partnership but did not trigger dissolution and winding up of the partnership. Arnold and Clyde carried on the partnership, as they were entitled to, after Burton's death]
31
T/F Claims of executrix against firm:
1) Firm assets
2) Fees collected after death
3) Contribution to capital
True
32
T/F [Firm assets]
If partnership biz continues after a partner dissociates, the partnership must **purchase the dissociated partner's interest based on the greater of**:
1) The partnership's liquidation value or
2) The value of the partnership business as a going concern without the dissociated partner
These values are determined as if the partnership assets were sold, and the partnership wound up, on the date of dissociation
True
[Here, Arnold and Clyde continued the partnership after Burton's death/dissociation
Therefore, they were obligated to pay Burton's estate the value of Burton's interest based on the greater of the partnership's liquidation value or its value as a going concern without Burton (as of the date of his death)
This amount would incorporate the value of any partnership assets as of the date of Burton's death]n
33
[
Buyout calculation value is determined
As if the partnership assets were sold and the partnership wound up on the date of dissociation
34
T/F Fees collected after deceased partner's death - Buyout calculation value is determined as if the partnership assets were sold and the partnership wound up on the date of dissociation
True
[Any of the money the firm collected from the substantial cases initiated and settled following Burton's death will not be a part of the partnership's liquidating or going concern value as of the date of his death
His estate is entitled to the $10,000 paid to Burton's widow on July 24, 2020 because it represented the unpaid balance of Burton's share of the net earnings of the firm for the first six months of 2020 (preceding his death)
The estate is not entitled to fees collected after Burton's death]
35
T/F [Contribution to capital]
A deceased partner's estate’s right to cash contribution to capital - The deceased partner's estate is entitled to the **buyout price**, which represents the **deceased partner's share of the value of the partnership** upon the termination of his interest
The dissociated partner does not have a separate claim to their capital contribution
True
[Thus, as discussed, BUrton's estate is entitled to be paid the greater of the liquidation value or the going concern value at Burton's death
They are not separately entitled to repayment of the $20,000 capital contribution]
36
[A deceased partner's estate's obligation for charges]
Generally, a dissociated partner remains liable for the obligations incurred by the partnership
Before the partner's dissociation
[Here, the partnership purchased the #15,000 computer in March 2020, while Burton was still a partner. Therefore, his estate is liable for the computer debt since it was incurred before his dissociation]
37
T/F [A deceased partner's estate's obligation for charges]
A dissociated partner may be liable for certain obligations arising within one year after the date of dissociation if the other party to the transaction
Generally, a dissociated partner remains liable for the obligations incurred by the partnership before the partner's dissociation
A dissociated partner may be liable for certain obligations arising within one year after the date of dissociation if the other party to the transaction
1) Reasonably believed when entering into the transaction that the dissociated partner was **still a partner**, and
2) Did not have **notice** of the partner's dissociation
The other party to the transaction is considered to have notice of a partner's dissociation **90 days after the dissociated partner or the partnership files notice with the SCC**
True
[Here, the partnership purchased the $5,000 computer software within one year after Burton's death. Thus, his estate may be liable for this obligation. At the time, Arnold and Clyde were still using Burton's name on the firm stationery, so the other party to the transaction may have reasonably believed Burton was still a partner. There is no indication of whether Arnold and Clyde filed notice with the SCC, so the other party may not have had notice of dissociation. Thus, Burton's estate may be liable for the software purchase as well]
38
Indemnification when partnership purchases dissociated partner’s interest - When the partnership **purchases** a dissociated partner's interest, it must
**Indemnify the dissociated partner** against all known partnership liabilities incurred before dissociation
The partnership must also indemnify the partner against all liabilities incurred after dissociation, except for liabilities incurred by the acts of the dissociated partner
39
When the partnership purchases a dissociated partner's interest, it must
Indemnify the dissociated partner against **all known partnership liabilities** incurred before dissociation
The partnership must also indemnify the partner against **all liabilities incurred after dissociation**, except for liabilities incurred by the acts of the dissociated partner
40
After a deceased partner's death/dissociation, can the other partners continue to use the partnership name and, if so, for how long?
Under Rule 7.1, a law firm name must not be misleading in nature. It is misleading to use the name of a lawyer not associated with the firm or a predecessor of the firm, or the name of a nonlawyer. However, a firm may be designated by the names of all or some of its lawyers, including the names of deceased lawyers where there has been a continuing succession in the firm's identity
[While Burton is no longer associated w the firm, he is a deceased partner who was part of the firm. There is a continuing succession of the firm identity because Burton recently died, and Arnold and Clyde carried on the practice and use of the stationery with the firm's name. They can continue to use that firm name for as long as they wish]
41
A partnership is liable for all **debts and obligations** incurred within
The ordinary scope of the business
[Henry's ordering of produce was in the ordinary scope of the business for Garden Markets]
42
T/F General partners in a limited partnership have the same liabilities as partners in a regular partnership, and are therefore liable **personally and individually** for the entire amount of the partnership obligations, whether arising from contract or tort
True
43
General partners in a limited partnership have the same liabilities as partners in a regular partnership, and are therefore liable
Personally and individually for the entire amount of the partnership obligations, whether arising from contract or tort
44
T/F Because general partners have the same liabilities as partners in a regular partnership, a dissociating general partner is liable on all obligations incurred by the partnership while he is a member of the partnership and until 90 days after he has filed a notice of dissociation with the SCC
True
45
Because general partners have the same liabilities as partners in a regular partnership, a dissociating general partner is liable on all obligations incurred by the partnership
While he is a member of the partnership and until 90 days after he has filed a notice of dissociation with the SCC
46
T/F Limited partners generally are not personally liable for partnership obligations; they are liable only to pay their agreed contributions
True
47
Limited partners generally are not personally liable for
Partnership obligations
48
Limited partners are liable only to
Pay their agreed contributions
49
Ordinarily, the liability of a limited partner for partnership obligations is limited to
The extent of his capital contribution
However, a limited partner who participates in the control of the business is liable as a general partner to persons who transact business with the partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner
50
A limited partner who participates in the control of the business is liable as a general partner to persons who
Transact business with the partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner
51
T/F A partner is liable for her full contribution unless the partnership agreement provides otherwise, or all the partners consent to settling that partner's outstanding obligation. Moreover, a partner's withdrawal generally has no effect on this liability
True
52
A partner is liable for her full contribution unless ________, or ________. Moreover, a partner's ________ generally has no effect on this liability
The partnership agreement provides otherwise; all the partners consent to settling that partner's outstanding obligation; withdrawal
53
A partner is liable for her full contribution unless
The partnership **agreement provides otherwise**, or all the **partners consent** to settling that partner's outstanding obligation. Moreover, a partner's withdrawal generally has no effect on this liability
54
T/F A partner's withdrawal generally has no effect on his liability for her full contribution
True
55
A substitute limited partner is not liable for
The assignor's unpaid capital contribution unless he knew of the unpaid contribution at the time he became a substitute limited partner
56
Substitute limited partner's liability for assignor's unpaid capital contribution
A substitute limited partner is not liable for the assignor's unpaid capital contribution unless he knew of the unpaid contribution at the time he became a substitute limited partner
57
T/F A limited partnership is not a partnership under the Virginia Revised Uniform Partnership Act ("RUPA")
True
58
RUPA =
VA Revised Uniform Partnership Act
59
T/F The RUPA defines partnerships in a way that excludes limited partnerships, which are governed under the RUPA
True
60
The RUPA defines partnerships in a way that excludes
Limited partnerships, which are governed under RUPA
61
T/F The RUPA states that, unless contrary to a partnership agreement, a general partner of a limited partnership has the same rights, powers, and liabilities as a partner of a general partnership
True
62
The RUPA states that, unless contrary to a partnership agreement, a general partner of a limited partnership has
The same right, powers, and liabilities as a partner of a general partnership
63
T/F Unless the circumstances indicate otherwise, it is implied that each partner will devote his entire time and energy to the partnership business
True
64
T/F Absent an agreement to the contrary, a partner is not entitled to remuneration except for reasonable compensation for services rendered in winding up the partnership's business. Thus, unless the language of the partnership agreement confers a right to "past due" management fees, no such right exists
True
65
Absent an agreement to the contrary, a partner is not entitled to remuneration except for
Reasonable compensation for services rendered in winding up the partnership's business. Thus, the language of the partnership agreement confers a right to "past due" management fees, no such right exists
66
Duty of loyalty forbids a partner from dealing with the partnership in the
Conduct or winding up of the partnership business as or on behalf of a party having an adverse interest to the partnership
[If Bunky caused HELP to enter into a transaction with himself when his interests were adverse to those of the partnership, he would have been dealing with the partnership on behalf of a party (i.e., himself) having an interest adverse to the partnership. Because Bunky collected fees to which he was not entitled, his interests were clearly adverse to those of HELP]
[In paying himself management fees to which he had no legal right and not conducting the proper accounting, Bunky breached his fiduciary duty of loyalty
67
T/F The premise of the quoted RULPA provision is that, upon qualification, the executor of a deceased limited partner assume all powers previously held by the limited partner and may exercise these powers throughout the period of administration for the sole purpose of settling the estate or administering his property. The language conferring upon the executor the power to give assignees the right to become a limited partner is inclusive, not exclusive, This language clarifies the fact that an executor may, if the partnership agreement permits, execute an assignment of the limited partnership interest to a beneficiary of the deceased limited partner's estate
True
68
The premise of the quoted RULPA provision is that, upon qualification, the executor of a deceased limited partner assume
All powers previously held by the limited partner and may exercise these powers throughout the period of administration for the sole purpose of settling the estate or administering his property. The language conferring upon the executor the power to give assignees the right to become a limited partner is inclusive, not exclusive, This language clarifies the fact that an executor may, if the partnership agreement permits, execute an assignment of the limited partnership interest to a beneficiary of the deceased limited partner's estate
69
T/F Absent an agreement to the contrary, all partners have equal rights in the management of the partnership, and decisions regarding matters within the ordinary course of the partnership business are controlled by a majority vote of the partners
True
70
Absent an agreement to the contrary, all partners have equal rights in
The management of the partnership
71
Absent an agreement to the contrary, all partners have equal rights in the management of the partnership, and decisions regarding matters within the ordinary course of the partnership business are controlled by
A majority vote of the partners
72
T/F Each partner owes a duty of loyalty to the partnership and the other partners
True
73
Each partner owes a duty of loyalty to
The partnership and the other partners
74
T/F The duty of loyalty requires a partner to refrain from competing with the partnership
True
75
The duty of loyalty requires a partner to refrain from
Competing with the partnership
76
T/F If a partner breaches his duty of loyalty, the partner is liable to the partnership for any profits earned as a result of the breach
True
77
If a partner breaches his duty of loyalty, the partner is liable to the partnership for
Any profits earned as a result of the breach
78
If the partnership does not have a specified termination date, the partnership is
"At will." This means that the partnership can be terminated by any one partner at any time
79
An at will partnership means that
The partnership can be terminated by any one partner at any time
80
A partner may dissociate himself from the partnership by
Giving notice of his express intent to withdraw from the partnership
81
Dissociation is the term for
A change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on of the business
Generally, when a partner in a partnership at will gives notice of his intent to withdraw, the partnership is dissolved and the partnership business is wound up
82
Generally, when a partner in a partnership at will gives notice of his intent to withdraw,
The partnership is dissolved and the partnership business is wound up
83
Upon dissolution, the partnership will be bound by the partners' acts if
They are appropriate for winding up the partnership business (i.e., the partners may settle claims, sell assets, etc., but may not enter into new business)
84
A guarantor is
A person or entity that assumes the financial obligation of another party in the event the original party is unable to fulfill the obligation
85
A limited partnership is composed of
One or more general partners and one or more limited partners
86
A general partner of a limited partnership has the same rights, powers, and liabilities as
A partner in a partnership without limited partners
87
While a limited partner's liability is limited to the extent of the capital she has agreed to contribute, a general partner is liable as in
A general partnership for the debts and obligations of the partnership
88
Limited partner liability for limited partnership
Limited partners are not personally liable for the debts of a limited partnership. However, a limited partner who participates in the control of the business is liable to persons who transact business with the partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner
89
Limited partners are not personally liable for the debts of
A limited partnership
90
A limited partner who participates in the control of the business is liable to persons
Who transact business with the partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner
91
Partners owe the partnership a duty of loyalty, which includes the duty to
1) Account for profits, property, and opportunities, or other benefits derived by the partner in conjunction with the partnership business
2) Refrain from dealing with the partnership as or on behalf of a party having an interest adverse to the partnership; and
4) Refrain from competing with the partnership
[Despite the partnership agreement's silence on the matter, Bass appears to have dealt with the partnership as a party having an adverse interest: namely, Bass had a personal interest in mitigating the risk associated with the personal guarantee, and he engaged in self-dealing by executing an agreement on behalf of the partnership to pay himself]
[Even if a guaranty fee would have been payable, there is no indicating that the rate Bass determined for himself was fair to the partnership or the market rate they could have received from another guarantor. Thus, it is likely that Bass breached his duty of loyalty to the partnership]
92
A partner starting his own business =
Breach of duty of loyalty bc it demonstrates an attempt to compete with partnership business
93
A partner entering into a financially unsound K between the partnership and another party bc the other party is a friend of the partner's family
Breach of duty of loyalty bc he is advancing an interest adverse to the partnership
94
A partner using the partnership's office to hold a networking party to create business opportunities for his competing business
Breach of duty of loyalty by advancing interest adverse to the partnership
95
A partner posting confidential client info on a social networking website, resulting in identity theft
Breach of fiduciary duty of care
96
To become a partner, a person must secure the consent of
All of the existing partners
97
T/F Property is rebuttably presumed to be a partner’s separate property rather than the property of the partnership when the property is acquired in the name of one or more partners, the instrument transferring title to the property does not indicate the person’s capacity as a partner or the existence of a partnership, and partnership assets were not used to acquire the property
True
98
T/F Shareholders of a corporation are not liable for the obligations of the corporation, except under certain circumstances
True
99
T/F A partnership is defined as an association of two or more persons to carry on as co-owners a business for profit. To determine whether a partnership exists, courts generally look to the intent of the parties. When intent is unclear, courts look to a number of factors, but most important of them all is whether the parties agreed to share profits
True
100
To determine whether a partnership exists, courts generally look to
The intent of the parties
101
To determine whether a partnership exists, courts generally look to the intent of the parties. If intent is unclear, courts look to a number of factors, but most important of them all is
Whether the parties agreed to share profits
102
T/F VA law provides that when a person by words or conduct repersents herself as a partner or consents to being represented by another as a partner, she will be liable to third parties who enter a transaction/extend credit to the actual or apparent partnership in reliance of the representation
True
103
Purported partnership situation
VA law provides that when a person by words or conduct repersents herself as a partner or consents to being represented by another as a partner, she will be liable to third parties who enter a transaction/extend credit to the actual or apparent partnership in reliance of the representation
Conduct: Patty and Betty operted out of the same premises and advertised sa a single tntity - "Bakery and Beans" - by both signage and website
Words: Patty held herself out as a partner by signing the note the way she did - the signature "Bakery and Beans, by Patty Pounds" indicates that she was a partner in Bakery and Beans
Moreover, Gary had no knowlege of Patty and Betty's agreement not to share profits or operate independently, as they held themselves out to the public as a single entity
104
A partner is an agent of the partnership for the purpose of its business and can contractually bind the partnership when the partner acts with
Either actual or apparent authority
105
A partner acts with apparent authority when
An unauthorized act is performed in the ordinary course of apparently carrying on partnership business in the geographic area where the partnership typically acts
106
Derivative action
A limited partner may bring a derivative action if the general partners have refused to bring an action or if an effort to cause those general partners to bring an action is not likely to succeed
[Bass is the sole general partner. Since he has breached a duty to the partnership, the limited partners would be bringing a claim on behalf of the partnership (rather than direct claims for themselves]
[Given the fact Bass is the subject of the derivative action, it is unlikely that the limited partners would succeed unless they bring the action themselves]
107
The mere fact of a joint purchase in common tenancy, and the fact that two individuals contributed to the purchase price equally and would split the profits equally, does not make them partners in a partnership
108
Under the Revised Uniform Partnership Act, joint or common tenancies of any type do not establish by themselves the existence of a partnership, even if the co-owners share profits from the use of the property
109
Partnership = intending to be co-owners of a business undertaken for profit
110
Each partner in a partnership is personally liable for the entire amount of all partnership obligations
111
Parters are liable to third parties only on account of torts committed within the scope of the ordinary partnership business
112
If an issue is not specifically covered under RULPA, courts look to RUPA
113
If an issue is not specifically covered under RULPA, courts look to
RUPA
114
Under RUPA, absent any contrary provision in the partnership agreement, ordinary business decisions are made by a majority vote of those partners having the right to vote, and acts outside of the ordinary course of business must be made with the consent of all the voting partners
[Amendment is substantial and not in ordinary course of biz bc it changes type of property that partnership originally contemplated purchasing, as stated in partnership agreement]
[Partnership agreement was not properly amended bc a unanimous vote of all the partners was required for this amendment]
115
A limited partner; specifically, she cannot participate in the control of the business
116
A limited partner may participate in numerous activities to effect a change in the management of the partnership, but she must not do anything that would subject her to liability as a general partner; specifically, she cannot participate in the control of the business
117
Can a limited partner participate in the control of the business?
No
118
A limited partner who participates in the control of the business is liable as a general partner to persons who transact business with the partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner
However, there a number of things that the limited partner may do to effect a change in the management of the partnership that will not subject her to general partnership liability
119
There a number of things that the limited partner may do to effect a change in the management of the partnership that will not subject her to general partnership liability
RULPA provides that a limited partner's participation in the following acts will not constitute participation in the control of the business:
Consulting w and advising a general partner
Pursuing a derivative action
Requesting or attending general partners' meetings
Proposing, approving, or disapproving changes in the nature of the business or admission or removal of a general partner; and
Amendments to the partnership agreement
[Even if the limited partner participate in the preceding acts, it is unlikely that she will succeed in changing the management of the partnership. The general partner is responsible for managing the partnership and does not have to adhere to the LP's advice, and the other partners fully support the GP's management]
[Any attempt to remove the GP or to pursue a derivative action would be unsuccessful bc the other partners all agree on the management of the partnership]
120
A limited partner may withdraw from a partnership only at the time or upon the happening of events specified in writing in the partnership agreement
[Here, the facts do not indicate that Nora may withdraw under the agreement]
[Furthermore, a limited partner's withdrawal does not cause the partnership to dissolve]
121
The LP may seek a judicial dissolution
122
A circuit court may dissolve a LP if it is no longer reasonably practicable to carry on the partnership business
123
A court court may dissolve a LP if
It is no longer reasonably practicable to carry on the partnership business
[Investco is no longer conducting business in accordance with the original agreement, which limited its business to residential properties in VA. Thus, the court will likely decide that it is no longer practicable for Investco to carry on its business, and Nora's request for a judicial dissolution will be successful]
124
Under RULPA, a limited partner is generally not liable for the obligations of the partnership
A limited partner who participates in the control of the business can be held liable in some circumstances
[But here the facts do not indicate that Nora participated in the control. Therefore, she is not liable to third parties for the partnership's liabilities. As such, there is no reason for the other partners or Investco to indemnify her]
