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Asker
Posted over 1 year ago.

4 different attorney's were hired by 3 of the 4 Partners to represent the Partnership in the sale and purchase of property and not a single one ever asked to look at the Partnership Agreement.
They all knew me and 2 of the law firms had represented the Partnership when all 4 of us hired them previously, so there was no reason to believe that I was no longer a Partner.
The VP/Senior Loan Officer at the bank who lent the Partnership over $1,000,000 in mortgages on the property never ask to see a copy of the PA, nor did the bank ask for a copy when the Partnership opened the bank accounts at the bank.

Clearly, someone at the bank or one of the attorneys could easily have confirmed with the 3 that they were the only Partners and that there were no other Partners?

A simple document search of the online records has 15 instances of my name listed as a Partner in the Partnership.

I have spoken to all of the attorney's as well as the Loan Officer and they all say they just assumed that the 3 were the only Partners and never thought to ask if there were any other Partners or to see a copy of the PA.

I find it difficult to believe that anyone can just waltz into a bank, open an account in a Partnership name, purchase checks, and borrow money without ever being asked to prove that the Partnership actually exists, who the Partners are, and what they can do in the Partnership name?

Frank A. Natoli
Frank A. Natoli, Contracts / Agreements Lawyer - New York, NY
Posted over 1 year ago.

It sounds like you have a complaint against your partners at least. What are seeking from this forum exactly? Nothing precludes you from contacting a local civil litigator and exploring your court based options against all parties, which is what you should do if you feel you have been wronged. Based on the little I understand about the facts here a claim against the lawyer is not likely, but as I said it may very be an option.

All the best,
F.

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Asker
Posted over 1 year ago.

The attorney's were compensated for their time and would also have been compensated had they simply stated that they would need to look over the Partnership documents.

Suggesting that since the attorney "may not" be compensated for their time they have no duty to review Partnership documents sounds like a pretty lame excuse for not asking that the Partners who have hired him to represent the Partnership actually have the authority to do what they are asking the attorney to do for the Partnership.

Frank A. Natoli
Frank A. Natoli, Contracts / Agreements Lawyer - New York, NY
Posted over 1 year ago.

You misunderstood my point there. If you came to me to draft a promissory note to borrow money from the partnership how do I even know you are who you say you are let alone that you have the express permission to bind the company? I don't and I am not obligated to explore databases, review any and all docs, verify your ID, etc in an effort to simply draft a promissory note. Even if I ask whether there are any issues with other partners and you say no, ti is not for the lawyer to prove you are correct. You would be liable to these other parties. If I call a painter to paint my house and he shows up and starts the work only to find out I don;t own the house who is liable? The painter sure is not.

Your attitude is misplaced here. I have not concluded that the lawyers have no liability only that in my opinion this would not offer a cause of action, but again, not entirely clear. So go and flesh it out with your counsel.

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Asker
Posted over 1 year ago.

Thanks for your input, have a great New Year!