Gast v. Petsinger

Richard A. Gast (plaintiff) was hired by LNG Services, a business relating to the development and use of liquefied natural gas, as a project engineer in 1968. Gast was paid $15,000 per year. From October 1969 until March 1971, Gast continued in this capacity without receiving his pay. In March 1971, Gast tendered a notice of termination and submitted a claim for backpay and expenses. The backpay and expenses were never paid. Gast filed suit against Robert E. Petsinger (defendant), the only named general partner of LNG Services, and other limited partners who Gast alleged were acting as general partners due to their participation in the business. Petsinger and the named limited partners moved for summary judgment because the limited partners did not engage in any activity or participate in activities beyond what was provided in the limited-partnership agreement. Gast alleged that various limited partners participated in meetings with Petsinger regarding the business of the partnership, in amending the partnership agreement, and in raising additional capital. Gast alleged that two limited partners, Dr. Leo Garwin and Jerome Apt, Jr., were employed as independent consultants on different business projects and were identified as project managers on project materials. Gast argued that Garwin and Apt’s advice carried significant weight on projects and that their managerial responsibilities contributed to the appearance of control. Petsinger argued that Garwin and Apt provided their expert opinion on these projects as independent professional consultants and provided technical knowledge to the complex business of LNG Services, but that they did not control the projects or influence Petsinger’s decisions on the projects. The trial court granted the motion for summary judgment by Petsinger and the named limited partners. Gast appealed, arguing that a factual dispute existed regarding the issue of the limited partners’ control of the business.