LAWRENCE LEVINSON, DR. JEFFREY B. ROSEN AND DR. HAROLD SILBERMAN, APPELLANTS,
v.
D. MARK BROSCHE, THE ESTATE OF DENNIS A. BROWN, RICHARD M. BROWN, AND ANTHONY J. CRISAFI, APPELLEES
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A Florida appellate court reversed the dismissal of general partners from a lawsuit based on insufficient contacts with Florida. The court held that because a limited partnership has no independent legal identity and derives its identity from its general partners, if the partnership has minimum contacts with Florida, the general partners must also have such contacts.
The trial court erred in dismissing the general partners because a limited partnership is not a legal entity separate from its members and derives its identity from its general partners. Therefore, if the limited partnership has minimum contacts with Florida, the general partners must also have such contacts. Additionally, the facts demonstrated sufficient minimum contacts by the general partners through their various activities in Florida.
[1] A limited partnership, lacking legal entity status, derives its identity and contacts from its general partners.
[2] General partners of a limited partnership are subject to jurisdiction in a state where the partnership has minimum contacts.
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Join FLexlaw to unlock all legal intelligence“It is well settled that a limited partnership is not a legal entity and has no identity apart from its members.”
Establishes the foundational legal principle that limited partnerships derive their identity from their members, particularly general partners.
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Join FLexlaw to unlock all legal intelligenceGeneral partners of several limited partnerships were dismissed as defendants for lack of personal jurisdiction. The general partners hired Florida ac…
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PER CURIAM.
The issue in the case sub judice is whether the general partners of several limited partnerships were incorrectly dismissed out as defendants by the trial court because they did not have sufficient contact with the State of Florida. We reverse.
It is well settled that a limited partnership is not a legal entity and has no identity apart from its members. See Irwindale Co. v. Three Islands Olympus, 474 So. 2d 406 (Fla. 4th DCA 1985); Malibu Partners, Ltd. v. Schooley, 372 So. 2d 179 (Fla. 2d DCA 1979), cert. denied, 381 So. 2d 769 (Fla.1980). Thus, if the limited partnership has minimum contacts, it logically follows that the general partners must also have minimum contacts. Thus, the trial court erred in dismissing the general partners since a partnership gains its identity from its general partners. See Odell v. Signer, 169 So. 2d 851 (Fla. 3d DCA 1964), cert. denied, 176 So. 2d 94 (Fla.1965); and Horace v. American National Bank & Trust Co. of Ft. Lauderdale, 251 So. 2d 33 (Fla. 4th DCA 1971).
In Chase Lincoln First Bank v. Borinquen, Ltd., 494 So. 2d 295 (Fla. 3d DCA 1986), the court held that naming the limited partners did not prevent naming a general partner as a party:
Section 620.30, Florida Statutes (1985) clearly provides that a limited partnership may be named as a party to a proceeding and that service shall be accom plished upon its general partner. This does not prevent the general partner from also being named as party to a cause. We therefore reverse the order under review dismissing Broinquen, Ltd., as a party defendant in the trial court.
However, we note that section 620.30 cited above has been repealed and no comparable statutory section has been instituted.
In addition, we are of the opinion that the facts sub judice demonstrate sufficient minimum contacts with the state by the general partners. The record indicates that the general partners hired Florida accountants and attorneys to develop the sales prospectus. Also, the general partners spoke with the Florida sales people soliciting investors. Additionally, two general partners secured loans from a Florida bank to purchase interests in the limited partnerships. All the limited partners’ capital contributions were deposited in a Florida bank account.
The long-arm statute expands jurisdiction to cover defendants engaged in substantial activity in Florida. Windels, Marx, Davies & Ives v. Solitron Devices, Inc., 510 So. 2d 1177 (Fla. 4th DCA 1987). The foregoing facts definitely establish the partners’ contact with this state. Beside their duties as general partners, general partners Brosche and David Brown have engaged in a general course of business in this state by securing loans. If this court only considered that, there would be insufficient contact because each loan was a single transaction. Lyster v. Round, 276 So. 2d 186 (Fla. 1st DCA), cert. denied, 283 So. 2d 105 (Fla.1973). However, coupled with their activities as partners, there was adequate contact with the state. Devaney v. Rumsch, 228 So. 2d 904 (Fla.1969); Odell v. Signer; Horace. Accordingly, the trial court erred in dismissing the general partners.
REVERSED AND REMANDED.
LETTS, GLICKSTEIN and STONE, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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J.D. Nichols & NTS Corp. v. Jeno Paulucci and Silver Lakes, 652 So. 2d 389 (Fla. 5th DCA 1995)…partnership gains its identity from its general partners, the limited partnership’s contacts with a particular forum may be attributed to the general partners. Kelly v. Department of Insurance, 597 So. 2d 900 (Fla. 3d DCA 1992); Levinson v. Brosche, 578 So. 2d 477 (Fla. 4th DCA 1991).3 See also Vespe Contracting Co. v. Anvan Corp., 433 F.Supp. 1226 (E.D.Pa.1977) (recognizing that same principle applies where defendant is general partner of limited partnership which, in turn, is general partner of limited part…
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Parrish v. AmSOUTH Bank, N.A., 657 So. 2d 1189 (Fla. 4th DCA 1995)…zers of the bank was clearly sufficient to constitute the requisite minimum contacts, so that she was not denied due process in that regard. See, e.g.; Kelly v. State of Florida, Dept. of Ins., 597 So. 2d 900 (Fla. 3d DCA 1992); Levinson v. Brosche, 578 So. 2d 477 (Fla. 4th DCA 1991). Nor does she have a due process argument based on lack of notice, since she was personally served. The issue is not, therefore, whether the judgment is void, but rather whether the judgment is voidable (subject to reversal on d…
Authorities Cited (12 total)
- DeVANEY v. Bernard J. Rumsch, M.D., 228 So. 2d 904 (Fla. 1969)
- Horace v. Am. Nat'l Bank & Tr. Co. OF Fort Lauderdale, 251 So. 2d 33 (Fla. 4th DCA 1971)
- Odell v. Burton R. Signer and David Marks, 169 So. 2d 851 (Fla. 3d DCA 1964)
- Sturgis C. Lyster v. Thornton E. Round, 276 So. 2d 186 (Fla. 1st DCA 1973)
- Boulevard Nat'l Bank OF Miami v. AIR Metal Indus., Inc., 176 So. 2d 94 (Fla. 1965)
- Burton R. Signer and David Marks v. Odell, 176 So. 2d 94 (Fla. 1965)
- Windels v. Solitron Devices, Inc., 510 So. 2d 1177 (Fla. 4th DCA 1987)
- Irwindale Co., N.V. v. Three Islands Olympus, 474 So. 2d 406 (Fla. 4th DCA 1985)
- Malibu P'rs, Ltd. v. Schooley, 372 So. 2d 179 (Fla. 2d DCA 1979)
- Chase Lincoln First Bank, N.A. v. Borinquen, Ltd., 494 So. 2d 295 (Fla. 3d DCA 1986)