Written by attorneys · grounded in primary & secondary sources — see below
A partner who possesses full management authority and bears unlimited personal liability for partnership obligations. The partner may inspect records, bind the entity in ordinary business, and faces personal exposure on judgments when statutory conditions for collection are satisfied.
Sources & Authorities
How it applies
Common Examples
3
Creditor Seeks Partner Assets
Francisco Frost, a full partner in a limited partnership, faces a large tort judgment obtained against the entity. The judgment creditor returns the writ of execution unsatisfied and then attempts to seize Frost's personal bank accounts. Because no separate judgment was entered against Frost individually, the levy fails and the creditor must pursue the partnership assets first.
Willful Termination Triggers Dissociation
Farid Farahani, a full partner in a limited partnership that operates a manufacturing plant, unilaterally dissolves the entity without partner consent to pursue a competing venture. The remaining partners expel Farahani under the statute. Farahani's willful termination causes automatic dissociation and exposes him to damages for breach of the partnership agreement.
Select any source to read its text and confirm it supports the definition.
Statutes
Uniform Acts
Model Codes
Restatements
Dictionaries
Partner Binds Firm in Deal
Francesca Fowler, a full partner in a manufacturing partnership, negotiates and signs a supply contract on the firm's behalf. When the counterparty later sues for breach, Fowler is held personally liable on the judgment because she possessed full authority to bind the partnership in ordinary business.
Paramount Communications Inc. v. QVC Network Inc.637 A.2d 828, 1993 WL 544314, at *4-5 (Del. 1993)
Common questions
Frequently Asked
4
What distinguishes a full partner from a limited partner?+
A full partner holds management rights and faces unlimited personal liability for partnership debts. A limited partner enjoys liability protection and may not participate in control without risking that protection.
Supporting sources
When may a judgment creditor reach a full partner's personal assets?+
The creditor must first obtain a judgment against the partnership and return a writ of execution unsatisfied. Only then, and only if the partner is personally liable under the governing statute, may the creditor levy on the partner's separate property.
Supporting sources
Does forming a partnership with a nonlawyer subject a lawyer to discipline when the firm practices law?+
Yes. A lawyer may not form a partnership with a nonlawyer if any of the partnership's activities consist of the practice of law. The prohibition protects professional independence regardless of disclosure or the presence of nonlegal services.
Supporting sources
When representing an organization, does the lawyer also represent its full partner or managing member personally?+
No. The client is the organization itself. Constituents such as a managing member of the general partner act for the entity but do not become personal clients absent an express undertaking.
…Group, and director of the Toronto-Dominion Bank, Canadian Pacific Ltd., and Toyota's Canadian subsidiary Lester Pollack, General Partner of Lazard Freres & Co., Chief Executive Officer of Center Partners, and Senior Managing Director of Corporate Partners, investment affiliates of Lazard Freres, director of Loews Corp., CNA…