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Tagged Posts: joint and several liability’

Can a Partner Be Held Liable for a Partnership Debt in Texas? (Part III)

June 9, 2016

In our previous post, Can a Partner Be Held Liable for a Partnership Debt in Texas?, we discussed the Texas Supreme Court’s holding in American Star Energy and Minerals Corporation v. Stowers[1] that a creditor cannot sue individual partners to satisfy a partnership debt until a judgment is passed against the partnership and goes unsatisfied for 90 days.  There is another part of the story.  The partners argued that the court’s holding imposed “automatic” liability– basically claiming that the court undermined their due process rights on grounds that they should have been named and served in the lawsuit against the partnership so that they would be on notice of their potential liability and have an opportunity to contest it.… Read the rest

Can a Partner Be Held Liable for a Partnership Debt in Texas? (Part II)

June 2, 2016

In American Star Energy and Minerals Corporation v. Stowers,[1] four partners formed a general partnership called S&J Investments (“S&J”) to invest in oil and gas properties.  S&J contracted with  American Star Energy and Minerals Corporation (“American”) to operate these properties.  Subsequently, American sued S&J for breach of contract, which resulted in a final judgment in the amount of $227,884.46 against S&J in 2008.  It turned out that S&J was undercapitalized and unable to satisfy the judgment debt, so in 2010, American brought another action seeking a judgment against the partners individually. … Read the rest

Can a Partner Be Held Liable for a Partnership Debt in Texas? (Part II)

May 26, 2016

In American Star Energy and Minerals Corporation v. Stowers,[1] four partners formed a general partnership called S&J Investments (“S&J”) to invest in oil and gas properties.  S&J contracted with  American Star Energy and Minerals Corporation (“American”) to operate these properties.  Subsequently, American sued S&J for breach of contract, which resulted in a final judgment in the amount of $227,884.46 against S&J in 2008.  It turned out that S&J was undercapitalized and unable to satisfy the judgment debt, so in 2010, American brought another action seeking a judgment against the partners individually. … Read the rest

Can a Partner Be Held Liable for a Partnership Debt in Texas? (Part I)

May 19, 2016

In our previous blog series on general partnership, we talked about what general partnership is and why it is important for business owners to know about it.  We wrote that, despite the advent of limited liability companies (LLCs), business owners frequently form a general partnership, oftentimes without even realizing it.  Generally speaking, partners in a general partnership are jointly and severally liable, and each partner is personally and individually liable for the entire amount of all partnership obligations.  For example, if your partnership owes an amount to a supplier, you, along with the other individual partner(s), would be personally liable if the partnership fails to pay the supplier– whether you intended to be a partner or whether you knew you were exposed to such liability.… Read the rest

Aiding and Abetting Securities Violations

July 20, 2015

SEC v. Apuzzo

When we think about third party liability in securities violations, we tend to think service providers (e.g., lawyers, accountants, or brokers) that somehow participated in preparation of false or misleading statements in connection with the sale of securities.  While that is certainly true in many cases, it is not always the case.  Here’s a case in point showing how a third-party business partner can be liable.

In SEC v. Apuzzo,[1] United Rentals, Inc. (“URI”) engaged in fraudulent sale-leaseback transactions whereby it sold used equipment to General Electric Credit Corp.… Read the rest

Aiding and Abetting Securities Violations

July 18, 2015

Can I Be Liable for Somebody Else’s Wrongdoing?:  Aiding and Abetting Liability in Securities Law Violations

The Dodd-Frank Amendment

The financial crisis and the ensuing economic downturn of the past few years prompted a series of reforms aimed at improving regulation of the financial industry.  The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, in particular, amended the Securities Exchange Act of 1934 to permit the SEC to bring an action for aiding and abetting a securities law violation. … Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.