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Multiple Choice

In a partnership that undergoes a conversion, who is liable for tortious acts committed by partners before conversion?

When a partnership converts, responsibility for torts that happened before the conversion sits with the people who committed them and with the partnership itself. General partners face personal liability for torts they commit or that occur in the ordinary course of the partnership’s business, and the partnership as an entity can be held liable to third parties for those harms. A limited partner normally has liability limited to their investment and is not personally liable for the partnership’s torts unless they participated in management or control (or personally committed a tort). After the conversion, the successor entity (such as a corporation) generally assumes the partnership’s liabilities as part of stepping into the partnership’s shoes, but victims may still pursue those who personally engaged in the tort. So, pre-conversion tort liability primarily follows the tortfeasor and the partnership, with general partners bearing personal exposure and limited partners protected unless they took part in control or the wrongdoing.

When a partnership converts, responsibility for torts that happened before the conversion sits with the people who committed them and with the partnership itself. General partners face personal liability for torts they commit or that occur in the ordinary course of the partnership’s business, and the partnership as an entity can be held liable to third parties for those harms. A limited partner normally has liability limited to their investment and is not personally liable for the partnership’s torts unless they participated in management or control (or personally committed a tort). After the conversion, the successor entity (such as a corporation) generally assumes the partnership’s liabilities as part of stepping into the partnership’s shoes, but victims may still pursue those who personally engaged in the tort. So, pre-conversion tort liability primarily follows the tortfeasor and the partnership, with general partners bearing personal exposure and limited partners protected unless they took part in control or the wrongdoing.