Thursday, November 21, 2013

Apcar Investment Partners VI, Ltd. v. Gaus case brief

Apcar Investment Partners VI, Ltd. v. Gaus case brief summary
161 S.W.3d 137 (2005)

Appellant lessor sued appellee lessees, a partnership and its two partners individually, for breach. A Harris County, Texas, trial court granted summary judgment for the partners. The lessor sought review.

The partners argued that they were protected from individual liability under the Texas Revised Partnership Act, Tex. Rev. Civ. Stat. Ann. art. 6132b-3.08 (Supp. 2004-2005). The lessor countered that the lease obligations were not incurred while the partnership was a registered limited liability partnership and therefore that the partners were personally liable.


  • The court agreed with the lessor, holding that a partnership had to be in compliance with the registration requirements in art. 6132b-3.08(b) for its partners to be protected from liability under art. 6132b-3.08(a)(1). 
  • The partnership had not filed a renewal application. 
  • Therefore its status expired three years before the partnership entered into the lease. 
  • The partnership was not a registered limited liability partnership when it incurred the lease obligations, and the partners were not protected from individual liability. 
  • Although the partners had signed a guarantee that limited their personal liability to the first two years of the lease term, the issue of their liability under the guaranty was different from the issue of their liability under the lease itself. 
  • The guaranty did not limit their liability under the lease.

The court reversed the judgment of the trial court and remanded the cause for further proceedings.

Recommended Supplements for Corporations and Business Associations Law

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