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Business Associations
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Two accountants, Vega and Wynn, operated a general partnership. On January 5, they signed a partnership agreement stating, "The firm will operate as an LLP, and neither partner will be personally liable for firm debts." They did not file an LLP registration until March 1.
On February 1, the firm signed a three-year office lease. On April 1, after the LLP registration was effective, the firm signed a software subscription contract. Vega personally guaranteed the software contract, but Wynn did not. The firm later defaulted on both contracts.
Analyze Vega's and Wynn's personal liability for the office lease and software contract.