Washington Law Review


Lawrence Repeta


Plaintiff entered into a contract to sell appliances to a limited partnership. The contract was signed on behalf of the limited partnership by two officers of its corporate general partner. The officers each owned fifty percent of the outstanding shares of the corporation. In addition, they each held a limited partner's unit in the limited partnership. When the partnership failed to pay installments due, plaintiff brought an action against the corporate general partner and against its two officers as individuals. The assertion of personal liability was based on a provision of the limited partnership statute under which limited partners may be regarded as general partners with general liability if it is shown that they have taken part in control of the partnership. Held, when limited partners control the day-to-day business operations of a limited partnership through their positions as officers of the corporate general partner, such control does not produce personal liability for the debts of the partnership. Frigidaire Sales Corp. v. Union Properties, Inc., 88 Wn. 2d 400, 562 P.2d 244 (1977).

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