Robert K. Powers and Lee M. Solomon were among other limited partners of the Cosmopolitan Chinook Hotel (Cosmopolitan), a limited partnership. Cosmopolitan entered into a contract to lease and purchase neon signs from Dwinell’s Central Neon (Dwinell’s). The contract identified Cosmopolitan as a “partnership” and was signed on behalf of the partnership, “R. Powers, President.” At the time the contract was entered into, Cosmopolitan had taken no steps to file its certificate of limited partnership with the state, as required by limited partnership law. The certificate was not filed with the state until several months after the contract was signed. When Cosmopolitan defaulted on payments due under the contract, Dwinell’s sued Cosmopolitan and its general and limited partners. Have the limited partners acted ethically in denying liability on the contract? Are the limited partners liable? Dwinell’s Central Neon v. Cosmopolitan Chinook Hotel, 587 P. 2d 191, 1978 Wash. App. Lexis 2735 (Court of Appeals of Washington)
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