I am an equal Partner in a NJ Partnership. The Partnership Agreement requires "unanimous written consent" of Partners to purchase or sell property in the Partnership name. Without my knowledge or written consent, my Partners hired an attorney to help them borrow funds in the Partnership name from a local bank, purchase a piece of property in the Partnership name, sub-divide the property, and sell half the property.
What responsibility did the attorney and bank have to ask my Partners for a copy of the Partnership Agreement and are my Partners the only people liable for the actions that violated the Partnership Agreement or do both the attorney who represented the Partnership and the bank also have any liability?
It is unlikely that the bank's attorney has any liability.
As to the other attorney, it depends. Did the attorney represent the partnership or the individual partners? If the attorney represented the partnership, he or she may have violated a duty of care owed to you. If the attorney represented only the individual partners, then the attorney may not have owed any duty of care to you.
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I agree that with respect to the lawyer it would come down to whom that lawyer actually represented. Clients are not always forthcoming with the lawyers they work with even though it is often counterproductive. Kind of like lying to your shrink; what's the point?
That said, the lawyer is not required to review any and all company documents on her own time and without compensation to ensure that two partners of a business have the express authority to bind the company or to hire a lawyer, etc. It is possible that the lawyer in question did not even know there was another partner. For example, if two partners came to me to draft a promissory note because they were borrowing money I am free to draft that note and be paid by them for it even if another partner would have a claim against them for borrowing the money in violation of the agreement. A smart lawyer will ask the question upfront to protect not their own interest (which is important) but to protect their client's interests.
It is highly unlikley (but not impossible) that the lawyer could be liable for anything here. I think the very specific facts will matter greatly.
You should consider consulting your own lawyer to explore all the options and arrive at a best course of action. I am a NJ licensed attorney and work in this are if you care to follow up.
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