Dewy, Cheatem and Howe formed Sterling Properties Limited Partnership to engage in the business of buying, selling and managing apartment buildings. Dewy and Howe were general partners. Cheatem was a limited partner entitled to 60% of all profits.

Within six months of the partnership's formation, it became obvious to Cheatem that Dewy and Howe lacked were inexperience which would result in financial disaster for the partnership. Therefore, Cheatem, with 30 years experience, became involved in day-to-day operations and decision making. Cheatem met with prospective buyers, sellers and tenants of properties; assisted in negotiating partnership loans with its lenders; and took on personal problems. Things continued to deteriorate for the partnership, and the partners started blaming each other for the problems.

Finally, Howe could no longer deal with the situation and withdraw from the partnership. Dewy reminded howe that the partnership agreement specifically stated that a general partner may not withdraw without consent of all other partners. Howe advised the other partners that she would take no part in any further partnership undertakings and would not be responsible for partnership debts that occurred after her withdrawal.

With the partnership on the verge of collapse, the following occurred:

-Cheatem demanded the right to inspect and copy the partnership's books and records and Dewy refused to allow the coping - claiming that Cheatem's status as a limited partner precludes that right.

-Fleet Bank, which had made a loan to the partnership prior to Howe's withdrawal, is suing the partnership and each partner individually, including Howe, since the loan payments are past due. Cheatem denied any liability based on his limited partner status. Howe denies liability based on her withdrawal.

-Dewy sued Howe for withdrawing from the partnership and is uncertain about the effect of the withdrawal on the partnership.

Cheatem wants to assign his partnership interest to Barnum Bailey, who wants to become a substitute limitd partner. Cheatem is uncertain about his right to assign his interest to Bailey and Bailey's right to become a substitue limited partner. Dewy contends that Dewy's consent is necessary for the assignment or substitution of Bailey as a limited partner and without his consent any assignment would cause a dissolution of the partnership. The partnership agreement is silent in this regard.

Required

Answer the following questions with underlying rational for the conclusions stated.

A. Is Cheatem entitled to inspect and copy the books and records of the partnership?

B. Are Cheatem or/and Howe liable to Fleet Bank?

C. What is the legal implication to the partnership of Howe's withdrawal?

D. Can Cheatem assign his partnership interest to Bailey? Does Dewy have any say in Bailey becoming a substitute limited partner?

E. What rights does Bailey as an assignee have in the partnership as an assignee?