Can Limited Partnerships Have Officers?

Can limited partnerships have officers?  In many cases, individuals with officer titles will actually be officers of the general partner.  My question is whether a limited partnership itself may have officers. Two provisions of Delaware’s Revised Uniform Limited Partnership Act contemplates that the answer is “yes”.  Section 17-403(c) provides: Unless otherwise provided in the partnership agreement,

The Statue And Statute Of The Three Lies

The Statue of Three Lies In Harvard Yard, there is a prominent bronze statue of a man sitting on a chair.  The statue is the work of the prolific American sculptor Daniel Chester French.  The statue is vaguely reminiscent of French’s more famous depiction of a sitting President Abraham Lincoln in the Lincoln Memorial.  (Does it really make sense to call a

Bill Would Clarify When Limited Partnership Life Begins

When does life begin for a California limited partnership?  The California Uniform Limited Partnership Act of 2008 seems to provide inconsistent answers.  The first is found in Corporations Code Section 15902.01(a). In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary

Nevada Supreme Court Doubles Down On Joint Venture By Estoppel

Last March, I wrote about a decision of a panel of the Nevada Supreme Court in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  The defendants thereafter sought reconsideration by the Supreme Court sitting en banc.  Yesterday, the Supreme Court issued its opinion.  For those familiar with the panel’s opinion, there are no surprises from the

Court Finds Use Of “P” Word Does Not Necessarily A Partnership Make

Last March, I wrote a couple of posts concerning the Nevada Supreme Court’s opinion in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  Joint Venturer May Be Partner By Estoppel and “Don’t tell me not to worry, and please don’t call me partner”.  The opinion was concerning because the Court had found that statements in marketing

“Don’t tell me not to worry, and please don’t call me partner.”

How many websites and marketing materials have you seen that identify a company’s suppliers and other vendors as “partners”?  Does this mean that the company actually intends to communicate that it has formed a legal partnership with the named suppliers and vendors?  In most cases, probably not.  So, why would a company describe its vendors

Joint Venturer May Be Partner By Estoppel

Benjamin Disraeli is often credited with saying “With words we rule men”.  I haven’t found a source for that particular quotation.  Even if he never uttered or wrote those words, I like the quote and the idea that the former prime minister may have said them. A case handed down this week by the Nevada

Simply Getting Stiffed On A Judgment May Be An Inequitable Result

What happens when you sue someone who is judgment proof?  One solution may be to ask the trial court to amend the judgment to add additional judgment debtors.  Now, it may seem unusual to be able to add judgment debtors who were not part of the litigation.  The procedure, however, is equitable and is based

CalPERS’ Warning Of Chill Goes Unheeded

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by the general partner of multiple investment funds.  These former employees sued the funds for more than $2 million in

County Assessors Assume A Conversion Involves A Transfer, But Are They Correct?

When an entity converts into another business form, does a transfer occur?  Many California Assessor’s offices seem to think so.  Therefore, don’t be surprised if following a conversion you receive a notice threatening a possible reappraisal of your real property.  The notice may seek additional information regarding the transaction or may provide a form for claiming an exclusion