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5 October, 10:28

Albert joined a limited partnership with an investment of $10,000 for his interest. There were nine other limited partners who invested the same amount. There were two general partners who invested $100,000 each. The general partners filed the certificate of limited partnership in the wrong location. The general partners negotiated the purchase of two separate parcels of real estate, signing notes for both on behalf of the limited partnership. The seller of the first parcel was aware that there were only two limited partners and that the remaining partners were limited partners. The seller of the second parcel thought that she was dealing with a general partnership with all of the partners as general partners. After these transactions, when Albert discovered the defective filing, he notified the general partners, who immediately made a correct filing. What personal liability does Albert have in connection with these two transactions?

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  1. 5 October, 12:02
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    Albert will not have unlimited liability for either of those transactions since he is a limited partner.
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