Also known as: LLPs · limited liability partnership · limited liability partnerships
Written by attorneys · grounded in primary & secondary sources — see below
A partnership that has filed a statement of qualification under applicable state law. Partners in the entity enjoy protection from personal liability for obligations incurred by the partnership during the period the qualification remains in effect.
Linden Bank extended a loan to Legacy Motors LLP after the firm filed its statement of qualification. When the partnership defaulted, the bank sued partner Lucas Lee personally. The court dismissed the claim against Lee because the obligation arose while the entity held limited liability partnership status.
Beckstead and Watts LLP, registered with a federal oversight board, faced an inspection report and investigation. The firm and a nonprofit member sued to enjoin the board's actions on constitutional grounds. The court addressed whether the board's structure violated separation of powers while the LLP continued operations.
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Stoneridge Investment Partners LLC sued equipment suppliers that allegedly helped a cable company mislead investors. The suppliers argued they were not primary actors. The court examined whether secondary participants could face liability under the securities laws in a case involving an LLP-structured investment vehicle.
Plaintiffs sued several telecommunications carriers including an LLP alleging an agreement to restrain competition. The complaint described parallel conduct but lacked direct evidence of conspiracy. The court held that allegations must plausibly suggest an agreement rather than merely consistent with independent action.
Shareholders sued directors of a corporation for failing to disclose financial problems. The court considered whether the duty of disclosure applied to the board's communications. An LLP serving as outside counsel advised the board on the scope of required disclosures.
A controlling stockholder proposed a merger with a corporation. A special committee negotiated the terms and the deal received approval from disinterested stockholders. The court applied entire fairness review but shifted the burden because the process included independent negotiation and approval.
LLP status shields partners from personal liability for partnership obligations incurred while the statement of qualification is in effect. A creditor may reach only partnership assets, not the personal assets of individual partners, solely because of their status as partners.
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No. Formation of an LLP turns on filing a statement of qualification with the state. The underlying partnership may be formed by oral agreement or conduct, just as with a general partnership.
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A person who becomes a partner after the partnership qualifies as an LLP is not personally liable for obligations incurred before becoming a partner. The liability shield applies only to debts arising while the qualification is effective.
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…each ILEC's obligation to share its network with competitors, Verizon Communications Inc. v. Law Offices of Curtis V. Trinko, LLP , 540 U.S. 398 (2004), which came to be known as "competitive local exchange carriers" (CLECs). A CLEC could make use of an ILEC's network in any of three ways: by (1) purchasing local…