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Pol_CPA
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Joined: 02 Sep 2006
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Posts: 97

Posted: 28 Feb 2007 at 14:50 \| IP Logged

Mandy is a limited partner in a limited partnership in

which Strasburg and Hua are the general partners. Which of

the following may Mandy do without losing limited liability

protection?

Mandy acts as an agent of the limited partnership.

Wiley says Yes , a limited partner is allowed, without losing the

protection of limited liability, to act as an agent of the limited

partnership.

BUT in Becker pg. B1-22 in C2 it says Limited partner is NOT an agent of the partnership.

So, which way is right??

Phoebe
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Joined: 25 Dec 2006
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Posts: 958

Posted: 28 Feb 2007 at 14:54 \| IP Logged

My best guess, from my limited recollection of RULPA, is that those two statements aren't mutually exclusive - both are correct.

A limited partner may be an agent of the partnership without loving limited liability. But a limited partner is not by definition an agent of the partnership, the way a general partner is.

PMK2007
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Joined: 31 Jan 2007
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Posts: 117

Posted: 28 Feb 2007 at 15:48 \| IP Logged

What i understd from becker is that if a limited partner acts as an agent then he is no more a limited partner... even i came across the same problem when i was doing BEC chat 1 .. i think wiley may be incorrect..do let me knw which is correct answer

Phoebe
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Joined: 25 Dec 2006
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Posted: 28 Feb 2007 at 18:31 \| IP Logged

The text of RULPA, with commentary, appears here: http://www.assetprotectionbook.com/uniform_limited_partnersh ip_act.htm

Commentary to Section 302 says (among other things):
"The phrase as a limited partner is intended to recognize that: (i) this section does not disable a general partner that also owns a limited partner interest, (ii) the partnership agreement may as a matter of contract allocate managerial rights to one or more limited partners; and (iii) a separate agreement can empower and entitle a person that is a limited partner to act for the limited partnership in another capacity; e.g., as an agent. See Comment to Section 305"

PMK2007
Major Contributor

Joined: 31 Jan 2007
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Posts: 117

Posted: 28 Feb 2007 at 20:56 \| IP Logged

thanks a lot Phoebe ... i shall read it once again and incase might have some doubt then get back to u once again... i was always looking for bare act..... this link shall be a great help ...

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