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partner of the partnership. Doyle's capital contribution to the
partnership was $17,000. The partnership consisted of 28 limited
partners and 1 general partner. The total capital contribution
by all partners to the partnership amounted to $425,000.
Originally, Thomas R. Jonell was the general partner of the
partnership. Each of the limited partners signed special powers
of attorney in favor of Mr. Jonell. Mr. Doyle signed his on
December 1, 1981. The power of attorney authorized Mr. Jonell to
execute the certificate of limited partnership on behalf of Mr.
Doyle, which would make him a limited partner, as well as to
execute the agreement of limited partnership (the partnership
agreement) on his behalf. Mr. Jonell signed the Pennsylvania
partnership certificate. A copy of the partnership agreement
which was proposed to govern the partnership was attached to the
private placement memorandum for the partnership. It gave the
following powers to the general partner:
8.1 Rights and Powers of General Partner
Except as expressly provided herein, the General
Partner shall have the exclusive right to manage the
business of the Partnership and is hereby authorized to
take any action of any kind and to do anything and
everything he deems necessary in connection therewith.
[Emphasis added.]
The general partner's authority was limited only with respect to
certain major actions, such as disposing of substantially all of
the partnership's assets and borrowing other than in the ordinary
course of business. Paragraph 9.2 of the partnership agreement
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