Question

Raugust-Mathwig, Inc., a corporation, was the sole general partner of a limited partnership. Calvin Raugust was the major shareholder of this corporation. The 3 limited partners were Cal-Lee Trust; W.J. Mathwig, Inc.; and W.J. Mathwig, Inc., and Associates. All 3 of the limited partners were valid corporate entities. Although the limited partnership agreement was never executed and a certificate of limited partnership was not filed with the state, the parties opened a bank account and began conducting business.

John Molander, an architect, entered into an agreement with the limited partnership to design a condominium complex and professional office building to be located in Spokane, Washington. The contract was signed on behalf of the limited partnership by its corporate general partner. Molander provided substantial architectural services to the partnership, but neither project was completed because of a lack of financing. Molander sued the limited partnership, its corporate general partner, the corporate limited partners, and Calvin Raugust individually to recover payments allegedly due him. Against whom can Molander recover?

Answer 1

Step-by-step explanation:

Base on the scenario been described in the question, Molander can only recover against the assets of the limited

partnership and its corporate general and limited partners. He cannot recover against Calvin

Raugust personally. Under limited partnership law, a limited partnership is liable on its own

contracts; in addition, the general partner is individually liable for the debts and obligations of a

limited partnership. Limited partners may be held liable for the obligations of the limited

partnership if the limited partnership has been defectively formed. Otherwise, limited partners’

liability is limited to their capital contribution to the limited partnership.