Florida Bar Examination

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A limited partner in a Florida limited partnership (LP) is worried about the general partner's decisions. The limited partner begins attending weekly management meetings and frequently directs the general partner on how to negotiate contracts. A third-party supplier, who never dealt directly with the limited partner and was unaware of their involvement, is not paid by the LP and sues the limited partner personally. What is the limited partner's liability to the supplier?

The limited partner is fully liable as a general partner because she participated in the control of the business. The limited partner is not personally liable for the LP's obligation. The limited partner is liable only if the supplier reasonably believed she was a general partner based on her conduct. The limited partner is liable, but only up to the amount of her capital contribution.

Correct Answer:

The limited partner is not personally liable for the LP's obligation.

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