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Apcar Investment Partners VI, Ltd. v. Gaus

Texas Court of Appeals
161 S.W.3d 137 (2005)


Facts

Michael L. Gaus and John C. West (defendants) formed Smith & West, L.L.P. (Smith & West) (defendant), a limited liability partnership (LLP) under the Texas Revised Partnership Act (TRPA) on March 6, 1995. Smith & West did not follow the statutory renewal procedures, and LLP status ended one year later. In August 1999, Smith & West entered a lease with MF Partners I, Ltd. (MF). Gaus and West personally guaranteed the lease for two years. MF assigned the lease to Apcar Investment Partners VI, Ltd. (Apcar) (plaintiff). Apcar claimed that Smith & West breached in October 2002 and brought suit against Smith & West, Gaus, and West. Gaus and West moved for summary judgment on the grounds that the personal guarantees in the lease had expired and they were protected from individual liability for partnership debts by Smith & West’s status as a registered LLP. Apcar also moved for partial summary judgment. Gaus and West’s motion was granted. Apcar appealed to the Texas Court of Appeals.

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Holding and Reasoning (McCall, J.)

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