Assume a jurisdiction that has adopted the Revised Uniform Partnership Act (RUPA 1994) as set forth in your textbook. Artemis, Athena and Hephaestus form a general partnership and name it The Parthenon. They decide to convert to a limited liability partnership because they fear product liability from various services they sold to consumers. 

Can The Parthenon convert to an LLP in California? Assuming they can convert, what effect will the conversion have on liabilities incurred before the conversion?

 

Limited Partnerships

Question 2.0: Assume a jurisdiction in which the 2001 Uniform Limited Partnership Act applies. The Olympians Limited Partnership has one general partner and two limited partners. The general partner is Zeus and one of the limited partners is Aphrodite. The Olympians produces high-end furniture. It owes $20,000 to Poseidon's Supply Company for supplies delivered to the partnership on credit. Business has been very slow, so The Olympians is unable to pay many of its bills, including the $20,000 owed to Poseidon. To make matters worse, Zeus has announced that he may file for bankruptcy because he is insolvent. Poseidon considers suing Aphrodite for the $20,000 that The Olympians owes to him. 

Given these additional facts, can Poseidon recover the $20,000 from Aphrodite under ULPA (2001)? What would happen under the Revised Uniform Limited Partnership Act (RULPA)?

 

Question 2.1: Assume the same facts as Question 2.0. Additionally, assume Aphrodite was employed as the HR manager at the corporate headquarters. During the time Poseidon provided supplies to The Olympians, it knew that Aphrodite was the office manager. 

Given these additional facts, can Poseidon recover the $20,000 from Aphrodite under ULPA (2001)? What would happen under the Revised Uniform Limited Partnership Act (RULPA)?

 

Question 2.2: Assume the same facts in Questions 2.0 and 2.1. Additionally, assume that when Poseidon's agent, Artemis, delivered supplies to The Olympians, Aphrodite would tell Artemis that she was "really in charge of this operation" and that she "called the shots for all management-type decisions." Artemis reported this information back to Poseidon. 

Given these additional facts, can Poseidon recover the $20,000 from Aphrodite under ULPA (2001)? What would happen under the Revised Uniform Limited Partnership Act (RULPA)?