No Separate Action For Partners

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...

Was This A Case Of A Partnership That Never Was Or A Superseded Partnership?

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

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

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."

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...

1