Limited Partner vs General PartnerI also researched the relationship between the Limited Partners (Brad, Kramer, NHC LP, etc.) and the General Partner (NHC GP). NHC is General Partner with a 1% interest in Palladium Partnership. Kramer is a limited partner with an 18% interest in Palladium. NHC LP is a limited partner with 69% interest in Palladium.
This means NHC GP has unlimited liability to satisfy judgements by third parties against the partnership if the claim wipes out the partnership's resources, including those of the limited partners. Limited partner's liability is limited to the balance in their capital account.
In return, only the General Partner can bind the partnership in legal agreements and run the business day-to-day.
However, a General Partner cannot bind the partnership in something that is beyond the partnership's normal business activities. For this, he needs approval from Limited Partners. That is probably why Kramer can prevent resyndication to bring in more partners and grow Palladium. Although that power may also be written into the partnership agreement.
Finally, I could not find where it says a limited partner can attack, without limit, the personal assets of the general partner. It may be true, I just couldn't find it. I could only verify that a third party wronged by the partnership can do that. At this point, I'm out of gas.
Caveat emptor. I'm not a lawyer.