A corporation and a partnership enter into a contract. Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners. Neither of the partners is a party to the contract. However, California's...
No Separate Action For Partners
Posted on April 02, 2019
Was This A Case Of A Partnership That Never Was Or A Superseded Partnership?
Posted on March 26, 2018
Three men got together to buy and operate a restaurant. They formed a corporation, issued shares and made a "Subchapter S" election. Later, disagreements arose and one of the three sued the other two. Each side struggled to explain what...
This California Court Held That A Limited Partnership Is No Person
Posted on September 12, 2017
In preceding posts, I commented on the multifarious definitions of "person" in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code's definition of "person"...
Partnership Dissolution And A Chief Judge's Lament
Posted on May 15, 2017
Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute. Chief Judge Lawrence J. O'Neill, however, chose to begin a recent...
Applying The Statute Of Frauds To "Et Al."
Posted on February 09, 2017
Charles II, aka the "Merry Monarch", was sitting on the English throne when the original Statute of Frauds was enacted in 1677. Therefore, one should be forgiven for the mistaken presumption that all questions involving the application of the...
