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After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. A limited partner negotiated with creditors after marketing materials described her as an adviser, and a creditor seeks to hold her personally liable for the firm's unpaid obligation. The parties disagree about the legal effect of those facts. How is the court most likely to rule?

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Treat the formal label attached to the claim or defense as conclusive and disregard facts bearing on the rule's elements. Resolve the dispute on equitable fairness alone without identifying the governing doctrine or its limits. The court should resolve the dispute by applying the operative rule to the material facts: Limited partnerships and LLPs alter management rights and personal liability, but formation, notice, and the partner's role determine the protection available. Reject the claim or defense solely because the opposing party disputes a required fact.

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