I need help to brief this case using the IRAC method:

Ederer v. Gurksy

Steven Gursky and Louis Ederer were law partners in a New York limited liability partnership, Gursky & Ederer LLP. In July2003, Ederer withdrew from the LLP because he had a severe falling out with Gursky and the LLP was cash-strapped andunprofitable. In December 2003, Ederer sued Gursky alleging Gursky breached the LLP agreement by failing to pay Edererhis 30 percent share of the LLP's profits and other compensation that Ederer earned during the last months of the LLP. Gurskydefended on several grounds, including that he, as a partner in an LLP, had no liability to Ederer because partnership law inNew York shielded partners in an LLP from any personal liability. The New York trial court held that New York law placinglimits on the personal liability of partners in an LLP applies to debts of the partnership or the partners to third parties and hasnothing to do with a partner's duties to his partner. On appeal, the Appellate Division affirmed, and Gursky sought review bythe New York Court of Appeals, the highest court in the State of New York.

Read, Judge

Partnership Law 26, as originally enacted, and its prototype,section 15 of the UPA, have always been understood to meanwhat they plainly say: general partners are jointly and severallyliable to nonpartner creditors for all wrongful acts and breachesof trust committed by their partners in carrying out the partnership's business, and jointly liable for all other debts to third parties. This proposition follows naturally from the very nature ofa partnership, which is based on the law of principal and agent.Just as a principal is liable for the acts of its agents, each partner is personally responsible for the acts of other partners in theordinary course of the partnership's business. In addition to thisvicarious liability to nonpartner creditors, each partner concomitantly has an obligation to share or bear the losses of the partnership through contribution and indemnification in the context ofan ongoing partnership.The nationwide initiative to found a new business entitycombining the flexibility of a partnership without the onus ofthis traditional vicarious liability originated with a law adoptedin Texas in 1991, following the savings and loan crisis. At thattime, a number of legal and accounting firms faced potentiallyruinous judgments arising out of their professional services forbanks and thrifts which thereafter failed. Because these professional firms were typically organized as general partnerships,this liability also threatened the personal assets of their constituent partners. The Texas LLP statute protected such partners fromthis unlimited personal exposure without requiring a reorganization of their business structure.In New York, the Legislature enacted limited liability partnership legislation as a rider to the New York Limited LiabilityCompany Law. This legislation eliminated the vicarious liabilityof a general partner in a registered limited liability partnership byamending section 26 of the Partnership Law . . . . providing that"[e]xcept as provided by subdivisions (c) and (d) of this section, no partner of a partnership which is a registered limitedliability partnership is liable or accountable, directly or indirectly (including by way of indemnification, contributionor otherwise), for any debts, obligations or liabilities of, orchargeable to, the registered limited liability partnership oreach other, whether arising in tort, contract or otherwise,which are incurred, created or assumed by such partnershipwhile such partnership is a registered limited liability partnership, solely by reason of being such a partner."Section 26 (c) excludes from section 26 (b)'s liability shield "anynegligent or wrongful act or misconduct committed by [a partner] or by any person under his or her direct supervision andcontrol while rendering professional services on behalf of [the]registered limited liability partnership."Gursky points out that section 26 (b) eliminates the liabilityof a partner in a limited liability partnership for "any debts"without distinguishing between debts owed to a third party orto the partnership or each other. As a result, he contends, theLegislature did not "leave open to conjecture whether 26 (b)was intended to cover debts which may be owed by the limited liability partnership (or one partner) to other partners." Thisargument ignores, however, that the phrase "any debts" is partof a provision (section 26) that has always governed only a partner's liability to third parties, and, in fact, is part of article 3 ofthe Partnership Law ("Relations of Partners to Persons Dealing with the Partnership"), not article 4 ("Relations of Partnersto One Another"). The logical inference, therefore, is that "anydebts" refers to any debts owed a third party, absent very clearlegislative direction to the contrary.

Judgment for Ederer affirmed.

Case taken from Business Law: The ethical, global, and e-commerce environment - Chapter 38 (by Jane Mallor, Jamie Darin Prenkert, A James Barnes, Martin A McCrory, Arlen W. Langvardt)

Briefing Cases To brief cases, case problems and questions, use the following "IRAC" format: Issue: What question must be answered in order to reach a conclusion in the case? This should be a legal question which, when answered, gives a result in the particular case. Make it specific (e.g. "Has there been a false imprisonment if the plaintiff was asleep at the time of 'confinement'?") rather than general (e.g. "Will the plaintiff be successful?") You may make it referable to the specific case being briefed (e.g. "Did Miller owe a duty of care to Osco, Inc.?") or which can apply to all cases which present a similar question, (e.g. "Is a duty owed whenever there is an employment relationship?") Most cases present one issue. If there is more than one issue, list all, and give rules for all issues raised. Rule: The rule is the law which applies to the issue. It should be stated as a general principal, (e.g. A duty of care is owed whenever the defendant should anticipate that her conduct could create a risk of harm to the plaintiff) not a conclusion to the particular case being briefed, (e.g. "The defendant was negligent"). Application: The application is a discussion of how the rule applies to the facts of a particular case. While the issue and rule are normally only one sentence each, the application is normally paragraphs long. It should be written debate - not simply a statement of the conclusion. Whenever possible, present both sides of any issue. Do not begin with your conclusion. The application shows how you are able to reason on paper and is the most difficult (and, on exams, the most important) skill you will learn. Conclusion: What was the result of the case? With cases, the text gives you a background of the facts along with the judge's reasoning and conclusion. When you brief cases, you are basically summarizing the judge's opinion. With case problems, the editors have given you a summary of the facts of an actual case, but have not given you the judge's opinion. Your job is to act as the judge in reasoning your way to a ruling, again using the IRAC format. While most of these case problems are followed by a question, normally ignore the question and instead brief the problem. Most briefs are one page long. They must be brought to class on the day they are to be discussed. Once an assignment has been discussed, you no longer need to bring it to class. Since the briefs are not normally turned in, they may be either handwritten or typed