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After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. Two founders shared profits while telling a creditor that only one founder was responsible. The facts are close, and both sides can cite a rule that appears favorable. The parties disagree about the legal effect of those facts. Which option gives the best analysis?

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The court should resolve the dispute by applying the operative rule to the material facts: The answer should identify the governing rule for Partner Authority and Liability and apply it to the operative facts. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. Treat the formal label attached to the claim or defense as conclusive and disregard facts bearing on the rule's elements. Stop the analysis once the proponent states a plausible rule, without addressing the strongest counterargument.

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