Flashcards Studio

Harbor Labs LP was formed by filing a certificate naming Jenna as general partner and Kai as limited partner. Kai's limited partnership agreement allowed him to approve annual budgets, vote on admitting new partners, inspect financial records, and consult with Jenna about strategy. Kai did not sign ordinary contracts.
When Harbor Labs needed a bank loan, Kai attended the meeting with the lender because he had industry experience. He gave the lender his business card, which read "Harbor Labs, Partner," and said, "I will make sure this loan gets repaid." The lender did not review the certificate of limited partnership and believed Kai was one of the people managing the business. Harbor Labs later defaulted.
(a) Do Kai's budget, voting, inspection, and consultation rights alone make him personally liable for Harbor Labs debts?
(b) Does the lender have a stronger argument for personal liability based on Kai's conduct at the loan meeting?