Two lawyers, Chen and Diaz, practiced as a general partnership under the name C&D Legal Services. They employed a paralegal to deliver signed filings to court. While making a filing delivery for the firm, the paralegal n...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
...a portfolio of rental cabins. Its certificate lists Marco as general partner and Nia as limited partner. Nia sold "all my interest in Luna Ventures LP" to Olive. Marco did not consent to admit Olive as a substitute limi...
Citations: Uniform Limited Partnership Act principles
...rporation's articles include a provision limiting directors' monetary liability to the fullest extent permitted by the corporation statute. A shareholder alleges that directors made an ordinary negligent business decisio...
Citations: Model Business Corporation Act director-liability limitation principles
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...rocedures, veil piercing, and statutory transactions. Separate entity liability, manager fiduciary duties, direct versus derivative injury, demand, approval, fairness, and entity separateness. MBCA and LLC principles, Bu...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
A limited partner suspects that the general partner has been paying inflated management fees to an affiliate. The limited partner asks for recent financial statements, capital-account records, and contracts with the affi...
Citations: Uniform Limited Partnership Act principles
A properly registered LLP borrowed money from a bank. One partner signed the loan agreement for the LLP and also signed a separate document titled "Personal Guaranty." The LLP defaulted. Which statement is most accurate...
Citations: Uniform Partnership Act LLP principles
A properly registered LLP provides engineering services. One partner negligently designs a retaining wall. A second partner had no involvement in the project and did not supervise the negligent partner. The client sues t...
Citations: Uniform Partnership Act LLP principles
...or Labs LP was formed by filing a certificate naming Jenna as general partner and Kai as limited partner. Kai's limited partnership agreement allowed him to approve annual budgets, vote on admitting new partners, inspect...
Citations: Uniform Limited Partnership Act principles
Park, Quinn, and Ruiz operated a general partnership that leased small warehouses to local vendors. Park learned, through a partnership client list and renewal calendar, that one of the partnership's best tenants was abo...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
Sim and Tarlow practice architecture through Sim & Tarlow LLP. The partnership properly filed its LLP registration before the events at issue. Sim negligently approved structural drawings for a client project, causing th...
Citations: Uniform Partnership Act LLP principles
Three partners operate Ridge Outdoor, a general partnership that sells camping gear. Their partnership agreement says that no partner may place a single inventory order over $20,000 without unanimous consent. The partner...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
Two accountants, Vega and Wynn, operated a general partnership. On January 5, they signed a partnership agreement stating, "The firm will operate as an LLP, and neither partner will be personally liable for firm debts."...
Citations: Uniform Partnership Act LLP principles
Two partners signed an agreement saying, "We are now an LLP and no partner will be personally liable for firm debts." They did not file an LLP registration until two months later. During the two-month gap, the firm incur...
Citations: Uniform Partnership Act LLP principles
...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...
Citations: Uniform Limited Partnership Act principles
...ty and duties in the syllabus path Business Associations > Agency and Partnerships. A high-scoring answer states the rule, resolves the competing factual inferences, and explains why the doctrine does or does not apply...
Citations: Restatement (Third) of Agency sections 1.01, 2.01, 2.03, 4.01
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