Able, Baker, and Carr, are three equal partners in the ABC general partnership. They have operated as a partnership in the waste disposal business for many years. Recently they formed an Idaho limited liability company, named ABC LLC, and continued the business in this new entity form. The LLCs Idaho Certificate of Organization Limited Liability Company was filed with the Idaho Secretary of State at the time the LLC took over the business operations. Also, the business with its new name (ABC LLC) has been heavily advertised in the local press and on television. Dunn, a creditor of the ABC partnership for many years, continued extending credit to the business without receiving formal notice of the change in entity form. The LLC becomes insolvent. Are Able, Baker, and Carr personally liable to Dunn for the debts incurred by the LLC?

(a) Discuss and fully explain any and all legal ramifications of the above facts.

(b) Would your answer be different if, instead of forming a limited liability company, Able and Baker formed a corporation? Discuss and fully explain any and all legal ramifications.