In early 2011, Forza Technologies, LLC, began discussions with Robert Marshall and Premier Research Labs, LP, a limited partnership based in Texas of which Marshall was a limited partner, about the manufacture of nutritional and dietary supplements. Marshall represented that Premier could provide Forza with the manufacture, packaging, labeling, and shipping of the new products. Marshall additionally guaranteed that Premier would supply Forza with the new products by December 2011. In November 2011, Forza purchased 5,000 units of each product for $150,000. 

Premier failed to meet the promised deadlines, and the products it did supply to Forza failed to meet Forza’s specifications. In October 2012, Forza filed a two-count complaint against Premier and Marshall in his personal capacity alleging breach of contract and fraud. The two main arguments that Forza made against Marshall were that Premier had temporarily lost its limited partnership status during the time when the initial negotiations were taking place; the second argument that Forza asserted was that Marshall had personally controlled and operated Premier and thus had led Forza to believe that Marshall was a general partner.

How did the court judge the first argument? Despite the fact that Marshall had controlled the business, the court ruled in his favor. What reason did the court give to support its ruling? Read the brief section in the case about the formation of the Texas law relevant to the previous question. Who was affected by the relevant Texas law? For what purpose was that law enacted? Do you think the law is fair?