Dan and Lori Cole operated a Curves franchise exercise facility in Angola, Indiana, as a partnership. The firm leased commercial space from Flying Cat, LLC, for a renewable three-year term. The Coles renewed the lease for a second three-year term. Two years later, however, the Coles divorced and the partnership was dissolved. By the end of the second term, the Coles owed Flying Cat more than $21,000 on the lease. Without telling the landlord about the divorce, Lori signed another extension. More rent went unpaid. Flying Cat obtained a judgment in an Indiana state court against the partnership for almost $50,000. Can Dan be held liable? Why or why not?
1. In order to form a partnership, Dan and Lori were required to:____.
A. form an agreement between themselves to become a partnership
B. rewrite bylaws
C. conform to federal regulations
D. file minutes with the appropriate office in their state (e.g., secretary of state)
2. What is an important reason for Dan and Lori to form a partnership?
A. to be taxed at the entity level
B. to be considered a corporation under state law
C. to establish joint ownership and share profits and losses
D. to file articles of organization with the secretary of state.)
3. Dan and Lori are _____.
A. members
B. partners
C. shareholders of the partnership.
4. Limited liability companies are creatures of ___.
A. state constitutions
B. statute
C. case law
D. secondary sources
5. In order to form a limited liability company, Flying Cat would be required to file ____.
A. articles of organization
B. bylaws
C. regulations
D. minutes with the appropriate office in their state (e.g., secretary of state))
6. Generally, are limited liability companies required to include words or initials such as "limited liability company" or "LLC" as part of the company name?
7. What is an important reason for Flying Cat to form as a limited liability company?
A. to be taxed at the entity level
B. to be considered a corporation under state law
C. to protect the members from personal liability
D. to file articles of organization with the secretary of state)
8. Generally, the liability of members of Flying Cat, LLC, would be limited to their respective?
A. ownership interests in the company
B. investments in the company
C. personal assets
9. Did both Dan and Lori operate the Curves franchise as a partnership?
10. When Dan and Lori renewed their commercial lease for a second three-year term, were they still a partnership?
11. Dan and Lori divorced ____.
A. before
B. after the end of the second three-year term.
12. When Lori signed for another extension, did Lori or Dan tell Flying Cat about the divorce?
13. At the time of signing of the extension, it was ___.
A. reasonable
B. unreasonable for Flying Cat to believe that Dan and Lori remained partners in the Curves franchise.
14. A court would likely find Dan ____.
A. liable
B. not liable for $21,000 of debt that accrued before the end of the second term.
15. Would a court likely hold Dan responsible for the remaining debt that accrued after the extension signed by Lori?
16. Why? Flying Cat would have _____.
A. reasonably
B. reasonably believed that both Dan and Lori were partners at the time the extension was signed.
17. Therefore, would Dan likely be held liable by the court for the nearly $50,000 debt the partnership accrued?
18. What if the facts were different? Assume that Dan notified Flying Cat that he was no longer a partner in the partnership at the time Lori signed the extension. Would Dan likely be held liable for any debts after Lori signed the extension agreement?
19. Why? Flying Cat _____.
A. would
B.would not have been reasonably notified that Dan was no longer a partner in the partnership.