Business Entities & Partnerships Flashcards

Two friends co-found a tech startup in Florida. They agree orally to share profits and decision-making authority equally but do not sign a partnership agreement or file any documents with the state. One founder, while acting on behalf of the business, negligently causes a significant data breach, leading to a large judgment against the business. What is the most likely personal liability of the other, non-negligent founder for this judgment?

Answer: She is jointly and severally liable for the full amount of the judgment.

Under the Florida Revised Uniform Partnership Act (FRUPA), the association of two or more persons to carry on as co-owners a business for profit forms a general partnership, whether or not they intend to. A key characteristic of a general partnership is that all partners are jointly and severally liable for all obligations of the partnership, including torts committed by a partner in the ordinary course of partnership business. This means the creditor can collect the entire judgment from any one partner, regardless of who was at fault or their percentage ownership.

Which of the following is an absolute prerequisite for creating a de jure corporation in the state of Florida?

Answer: Filing articles of incorporation with the Florida Department of State.

Under the Florida Business Corporation Act (Chapter 607, Florida Statutes), a corporation's legal existence begins when the articles of incorporation are properly filed with the Florida Department of State. The other actions—adopting bylaws, issuing stock, and holding an organizational meeting—are important internal governance steps that typically follow formation but are not required to legally create the corporate entity itself.

A member and manager of a Florida LLC consistently uses the LLC's bank account to pay for personal expenses, including vacations, groceries, and car payments, without documenting them as loans or distributions. A business creditor obtains a judgment against the LLC that the LLC cannot pay. The creditor sues the member personally. To prevail and 'pierce the veil,' what must the creditor prove?

Answer: That the member dominated the LLC to the point it was a mere alter ego, and that this was done for an improper purpose which caused the creditor's loss.

Florida courts apply a strict, two-prong test to pierce the corporate or LLC veil. The plaintiff must show that: (1) the entity was a 'mere instrumentality' or 'alter ego' of its owner (which can be evidenced by commingling funds or ignoring formalities), AND (2) the owner used the entity for some fraudulent or 'improper conduct.' Merely commingling funds or being undercapitalized is not enough; the plaintiff must connect this control to an improper purpose, such as defrauding creditors or evading obligations, that resulted in harm.

A partner in a Florida general partnership that was formed for an indefinite term (a 'partnership at will') provides written notice to the other partners of her express will to withdraw from the partnership, effective immediately. According to the Florida Revised Uniform Partnership Act (FRUPA), what is the direct legal consequence of this action?

Answer: The partner is 'dissociated' from the partnership, which does not automatically cause its dissolution.

Under FRUPA, a partner has the power to withdraw at any time by giving notice. This act is called 'dissociation.' In a partnership at will, a partner's notice of express will to withdraw results in dissociation. Dissociation does not automatically cause dissolution. The remaining partners may choose to continue the business and buy out the dissociated partner's interest. Wrongful dissociation typically occurs in a partnership for a definite term, not a partnership at will.

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?

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

Under the Florida Revised Uniform Limited Partnership Act of 2005, a limited partner is not liable for the obligations of the limited partnership simply for participating in the management or control of the business. The former 'control rule,' which created liability for such participation, has been eliminated. A limited partner's liability shield is robust, and they are generally not liable for the entity's debts beyond their contribution, regardless of their participation in management, unless a separate legal basis (like a personal guarantee) exists.

A partner in a Florida general partnership that owns and operates a chain of coffee shops signs a contract to purchase a high-end commercial espresso machine from a vendor. The partnership agreement requires a unanimous vote for any purchase over $10,000, and this machine costs $15,000. The vendor was not aware of this internal restriction. Is the partnership bound by the contract?

Answer: Yes, because buying coffee equipment is apparently for carrying on in the ordinary course of the partnership's business.

Each partner is an agent of the partnership. Under FRUPA, an act of a partner for 'apparently carrying on in the ordinary course the partnership business' binds the partnership. Purchasing an espresso machine is clearly in the ordinary course of business for a coffee shop. The partnership is bound by the partner's apparent authority unless the partner had no actual authority AND the third party knew or had received a notification of the lack of authority. Since the vendor was unaware of the internal restriction, the partnership is bound.