Legal Question in Business Law in California

Re: loan

Depends upon the legal structure of the business, the by-laws authority, the contracts signed, the facts and evidence, etc. Right or wrong, if you get sued, you'll have to defend it with whatever is available. Right now, if you think you can prove that only the signor is liable, get an attorney to make that argument, trying to avoid you even being sued. Feel free to contact me if serious about getting legal help doing these things.

Re: loan

Depends upon the legal structure of the business, the by-laws authority, the contracts signed, the facts and evidence, etc. If you are a 'partner', then you may well have liability. That is why I never allow clients to enter partnerships. Right or wrong, if you get sued, you'll have to defend it with whatever is available. Right now, if you think you can prove that only the signor is liable, get an attorney to make that argument, trying to avoid you even being sued. Feel free to contact me if serious about getting legal help doing these things.

Re: loan

Assuming you are in a general partnership, Yes.

Re: loan

If the business really is a general partnership, and the lender was lending to the partnership, then the answer is yes, the lender can recover from any or all partners if the partnership doesn't pay. Your best defense (if it is a partnership) is to show, if you can, that the loan was not made to the partnership itself, but rather, directly to the individual that negotiated and signed for the loan, who may then have invested some or even all of the proceeds in the business. The issues would be whether the loan documents show the partner or the partnership as being the borrower, and to which were the proceeds paid.

If it turns out that the loan was made to the partnership, and you therefore may be liable personally to the lender, you may still be entitled to indemnity or contribution from the partner who took out the loan and/or other partners, particularly if the partner who arranged the loan acted in excess of his authority or even if within his authority, acted without due consultation with the other partners.

If you have any correspondence (dunning letters) or copies of the loan, I'd be willing to review them without charge to give you a private opinion as to whether this is a personal loan or a partnership loan.

Finally, I'd observe that many business co-owners refer to themselves as "partners" when the business in question is not a general partnership at all, but instead an LLC, corporation or something else where personal liability for business debts is not automatic.