One thing about LPs is it is a flow through to your personal name and taxed as personal income.S-Corp and C-Corp are taxed at a corporate level. 

Your brother-in-law's lawyer friend might know a lot about the law, but that doesn't automatically make him a competent real estate operator.Finally, LPs could protect themselves to some degree by reading between the lines of the offering memorandum. 

Flippers can stimulate the market in ways that others cant.

If the investment is only $400k I would think you could get away with not doing a PPM.One thing you may consider doing is giving the LPs voting rights to make it clear that they are not buying solely securities.

They will testify that there was no operating agreement in place, and that you drafted one in response to the litigation, and you'll have no viable defense to that.I've formed many LLCs and LPs, I think my average cost for an LLC or LP agreement, fully reviewed by legal and accounting counsel, is around $4,000.

I barely graduated High school. 10-20% of our pop is probably still unemployed and stimulous money is not going to last forever.

Just diversify knowing slow but steady growth allows sleep and the more risky provides adrenal stimulation and a reason to be excited.

The LPs shouldn't loan money to the partnership either besides their initial funding or they could be viewed as a GP.

For some context: in deals with sophisticated LPs, sponsors will send their model and the LP will then pick apart that model.

Is there a diverse job market that is providing higher wage jobs to stimulate growth?