You represent Alan, who is one of the three partners in Discoveries, a Myers-based partnership that conducts private investigation services. Alan's partners are Barbara and Charles.

Alan tells you that one week ago, when Charles was alone in Discoveries' offices, a visitor walked in and identified herself to Charles as Ellen.Ellen offered Charles an agreement, which she signed with her own name, that indicated in writing that "my company, whose identity I cannot disclose to Discoveries at this time," would pay Discoveries $100,000 to provide to Ellen within the next three days any personal information that Discoveries could find about the directors of Generator Corp., a Myers-based corporation.

According to Alan, Charles did not consult him or Barbara, but immediately signed the agreement on behalf of Discoveries and started gathering a wide variety of information on Generator's directors, which he provided to Ellen the next day.Alan says that he and Barbara only learned about Charles's actions yesterday, when lawyers for the individual directors of Generator sued Alan, Barbara, Charles, and Discoveries, alleging that Charles's methods had tortiously invaded the directors' privacy.(Charles's actions may also have violated criminal laws that carry large financial penalties.)

Using his own investigative skills (non-tortiously and non-criminally), Alan has discovered that the only business association with which Ellen is affiliated is Foundry L.L.C., a Myers-based limited liability company (and competitor of Generator) of which Ellen is a member.To date, Discoveries has not been paid the $100,000 promised.

(1a) Discuss whether and why (or why not) Alan might be personally liable as a result of this situation if:

(1a)(1) Discoveries is ageneralpartnership governed by theRUPA;

(1a)(2) Discoveries were instead ageneralpartnership governed by theUPA;

(1a)(3) Discoveries were insteadalimitedliabilitypartnership.

(1b) Assuming that Discoveries is ageneralpartnership governedby theRUPA, discuss whether

and why (or why not):

(1b)(1)Discoverieshas legal grounds to collect the $100,000 fromFoundry;

(1b)(2)Generator'sdirectorshave legal grounds to collect damages from

Foundryas a result of Charles's actions.