Facts: JJJ files a Certificate of Limited Partnership in Missouri with the appropriate department or agency to establish a bike & hike business. There are no special profit/loss terms in the agreement. Mike is a limited partner, who initially contributed $77,000. Initial contributions of the general partners are Jason ($154,000), Jan ($94,000). and Joan ($57,000).

With implied authority, Jason negotiates a contract with the bank for a $75,000 loan

so the LLLP could buy new equipment for, explaining that he works for JJJ, an LLLP.

Describe the extent of liability and WHY.

A. What liability does the partnership itself have on this contract?

B. Does Jason have personal liability on the bank loan?

Explain why or why not, including details & necessary disclosures.

C. General Partner Jan -- She withdraws from the partnership after the loan is taken

out, but before repayment is due. Her capital is returned to her.

Does she have any liability? Explain.

D. Suppose that limited partner Mike agrees to act as a guarantor on the above loan.

Describe the nature of Mikes liability on this debt.

E. If the LLLP files no paperwork next year, describe what type of partnership

exists and describe liability implications for the partners?