Question
The following two provisions are from two different partnership statutes. These provisions address the liability of a partner for limited liability partnership obligations. Specifically, it's
The following two provisions are from two different partnership statutes. These provisions address the liability of a partner for limited liability partnership obligations. Specifically, it's the language from the particular statute that specifies what I ref erred to as the "liability shield" of the LLP form. Does provision A provide for a full shield or a partial shield?-What about provision B? Which provision would you prefer if you were a partner in an LLP? Which provision would you pref er if you were a contract creditor of an LLP? What about if you were a tort creditor of an LLP?
Provision A: A partner in a limited liability partnership is not liable, directly or indirectly, including by way of indemnification, contribution, or otherwise, for a debt, obligation, or liability chargeable to the partnership arising from negligence, wrongful acts, or misconduct committed while the partnership is registered as a limited liability partnership and in the course of the partnership business by another partner, or an employee, agent, or representative of the limited liability partnership.
Provision B :An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner.
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