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How would a (former) General Partner prove that its no longer part of a true General Partnership of which has been sued?

Phoenix, AZ |

A Plaintiff sues a true General Partnership entity, and names all of the other entities of which it believes are General Partners of the General Partnership. Some of the entities do not believe they are still part of the General Partnership entity and wish to be dismissed from the lawsuit by the Plaintiff. What are some of the ways that the entities that claim to no longer be involved in the General Partnership could prove to the Plaintiff that they have no interests in the General Partnership and should be dismissed from the suit? The General Partnership has no recorded filings or agreements of which would prove whom the partners are and are not.

Could each of the entities that wish to be dismissed from the lawsuit provide the Plaintiff with sworn affidavits stating that they are uninvolved in the General Partnership? Could they disclose financial statements indicating that they receive no profits from the General Partnership?

Attorney Answers 2


  1. Without knowing more about how the General Partnership functioned, this is a difficult question to answer. Your inquiry does illustrate the importance of keeping records and have meetings. In addition, even if you are no longer a General Partner, you may have liability for acts committed while you were still a partner. If you have no evidence to document when you left the General Partnership, you may not be able to get dismissed. You definitely want to hire a corporate attorney to advise you on your situation and lawsuit.

    Please note that I am answering this question as a service through Avvo but not as your attorney and no attorney-client relationship is established by this posting. An attorney-client relationship can only be established through signing a Fee Agreement and paying the necessary advanced fees.


  2. Absent a written record of when the entities left the partnership, getting them out will require some litigation, and its a technical issue you will want to hire an attorney for. Some of the relevant facts will be when the departing entities stopped recieving profit distributions, when they stopped actively participating in the business, and statements they may have made indicating withdrawal. You should definitely consult an Arizona business lawyer to help assess the case.

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