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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. Which option gives the best analysis?

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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. Treat the formal label attached to the claim or defense as conclusive and disregard facts bearing on the rule's elements. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. Stop the analysis once the proponent states a plausible rule, without addressing the strongest counterargument.

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