06/14/2011 12:44:00 PM EST
A Lesson from the Business Court on Pleading Partnership Liability
The June 8th opinion from Business Court Judge Judge Gale
Cartage, Inc. v. Stonewall Packaging, LLC, 2011 NCBC 15, dismissed the
Plaintiff's complaint, finding its allegations that an alleged partner should
be liable for the partnership debts, or otherwise liable on a veil piercing
basis, were insufficient to state a valid claim. There's also a choice of
The Plaintiff Best, which had contracted with the
Defendant Stonewall to provide transportation services, sued another defendant,
Jackson, arguing that Jackson and Stonewall were partners or joint
venturers or alternatively that Stonewall was Jackson's alter ego, and
therefore liable for Stonewall's debt to the Plaintiff.
The facts that seemed to the Court to be most
detrimental to Plaintiff's claims of partnership were Best's own allegations
that it had known of the claimed partnership before it entered into its
contract only with the Defendant Stonewall LLC instead of with the partnership
itself, and also that the contract made no mention at all of a relationship
between Stonewall and Jackson but instead disclaimed the existence of any third
party beneficiary to the contract.
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