of partnership profits. If a limited partner acts beyond the scope of these restricted rights, he forfeits his status as a limited partner and subjects himself to the same personal liability as a general partner.
The Jade Limited Partnership Agreement tracks the Florida Statutes in setting out the rights and duties of the general and limited partners. The Agreement provides that the general partner shall "manage and control" the partnership. The general partner is given all the rights and powers of a partner in a partnership without limited partners, including the right to dispose of or deal with any partnership property, employ others and conduct all financial affairs. The limited partners, on the other hand, are precluded from taking any part in the management or business of the partnership.[4]
*1223The Confidential Memorandum included in the Jade Offering Circular also speaks to the duties of the general partner. After disclosing Finkel's prior business affiliations and the lack of prior experience in coal mining, the memorandum states that Finkel would have the responsibility of supervising the Partnership's operations. The "ultimate authority in all matters affecting the business and affairs of the Partnership" were vested in the general partner, Finkel.
The defendants' "hip pocket" argument misses the point in two respects. First, the ability to replace the general partner is not the critical issue; instead, it is who will perform the general partner tasks, that is, management of the partnership. The defendants have not and cannot, on this record, point to any actions of the plaintiffs which indicate any participation in