kj-nyc,

The info that I posted was from Becker 2009 material. I want to say I have seen a question on the practice software that asked "..according to RULPA.." but I dont remember which. I will look after work tonight to see if I see any questions and will post them. I have Becker, Gleim and Wiley and dont rememnber which of the three I saw the question.

There’s a BEC Becker multiple choice question in the 2008 edition that states something along the lines of:

A limited partner enters into an agreement with a 3^rd party, XYZ Co. Does the limited partner retain limited liability?

The answer: The limited partner retains limited liability for all business transactions except for the business agreement they entered into with the 3^rd party of XYZ Co.

I’m unable to look up the exact question at the moment, but if anyone else can, this question is in the Becker BEC 2008 questions

stayingfocused, is this the one you're talking about?  gimpy22, were you able to find the question you mentioned earlier?  Note that the below are from Becker 2006:

Question CPA-02978

Juan is a limited partner in Pet Food and Fun, Limited Partnership. Juan visited Chow, Inc., a local supplier of dog food claiming to be a "partner" in the partnership and negotiated a distribution contract between the supplier and limited partnership on behalf of the partnership.
As a result of these actions, Juan:
a. Has limited liability as a limited partner in reference to all creditors.
b. Has limited liability as a limited partner to all creditors except Chow, Inc.
c. Has full personal liability to all creditors.
d. None of the above.

Explanation
Choice "b" is correct.
Rule: A limited partner will be considered a general partner with full personal liability only to those that the limited partner transacts with as if he were a general partner. Limited partners have no right to participate in management, such as negotiating contracts on behalf of the limited partnership. The limited partner will retain his status and limited liability to all others they have not transacted with on behalf of the partnership.
Choices "a", "c", and "d" are incorrect, per the above rule.

This one is also related:

Question CPA-03153

Lisa is a limited partner in a limited partnership. Jen, one of the other limited partners, is seeking to sell her interest in the partnership to Karen and allow Karen to become a new limited partner. Lisa has the right to:

a. Engage in the management of the limited partnership without losing her limited liability.
b. Transfer her interest and make Karen a new limited partner without the approval of the other partners.
c. Withdraw from the limited partnership without giving notice to the partnership.
d. Vote on the transferring of interest to and admission of Karen as a limited partner.

Explanation
Choice "d" is correct. Limited partners have the right to vote on the transmission of interest and admission of a new partner. Admission of a new partner requires unanimous consent.
Choice "a" is incorrect. A limited partner who acts as a general partner loses her limited liability status to those she acted as a general partner towards.
Choice "b" is incorrect. Partners cannot transfer their interests without the unanimous consent of the other partners.
Choice "c" is incorrect. Limited partners must give 6 months notice of withdrawal in absence of an agreement to the contrary.

This is from Gleim and is the only one in the limited partner test bank that asks about RULPA:

Ques: Under the Revised Uniform Partnership Act and in the absence of a contrary agreement by the partners, which of the following events is most likely to dissolve a limited partnership

a)A withdrawal of the majority of limited partners

b)Withdrawal of the only general partner

c)A majority vote in the favor of all partners

d)A two thirds vote in favor of the partners

Answer B is correct. A limited partnership can be dissolved upon any of the following events; a)the time of event specified in the limited partnership occurs; b)all the partners agree, in writing, to dissolve; c)an event of the withdrawal of the only general partner occurs; d)the limited partnership is dissolved by court order

Another Gleim Question

Wichita Properties is a limited partnership created in accordance with the provisions of the Uniform Limited Partnership Act. The partners have voted to dissolve and settle the partnership's accounts. Which of the following will be the last to be paid?

A)Generla partners for unpaid distributions

B)Limited partners in respect to capital

C)General partners in respect to capital

D)Limited and general partners in respect to their undistributed profits

Answer is D. Under the RULPA, limited and general partners are treated equally . Unless the partnership agreement provides otherwise, assets are distributed as follows:

1. Creditors (including all partner creditors)

2. Partners for unpaid distributions (ie declared but not paid)

3. Partners for return of contributions

4. Partners for remaining assets (i.e undistributed profits) in the proprtions in which they share distributions.