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Orin wanted to open a climbing gym but needed outside capital. Pilar agreed to invest $250,000 if she would not be personally liable beyond her investment. Orin and Pilar filed a certificate of limited partnership naming Orin as the sole general partner and Pilar as the sole limited partner. The partnership agreement gave Orin authority to manage the gym and stated that Pilar would receive 30 percent of profits but would not participate in day-to-day operations.
After the gym defaulted on a five-year equipment lease signed by Orin in the partnership's name, the lessor sued the limited partnership, Orin personally, and Pilar personally for the unpaid balance. Pilar never signed the lease and never communicated with the lessor.
(a) Was a limited partnership likely formed?
(b) Who is personally liable for the lease obligation?