Robert K. Powers and Lee M. Solomon were among the limited partners of the Cosmopolitan Chinook Hotel (Cosmopolitan), a limited partnership. Cosmopolitan entered into a contract to lease and purchase neon signs from Dwinell's Central Neon (Dwinell's). The contract identified Cosmopolitan as a "partnership" and was signed on behalf of the partnership, "R. Powers, President." At the time the contract was entered into, Cosmopolitan had taken no steps to file its certificate of limited partnership with the state, as required by limited partnership law. The certificate was not filed with the state until several months after the contract was signed. When Cosmopolitan defaulted on payments due under the contract, Dwinell's sued Cosmopolitan and its general and limited partners to recover damages. Powers and Solomon denied liability, arguing that they were limited partners.Dwinell's Central Neon v. Cosmopolitan Chinook Hotel, 587 P.2d 191, 1978 Wash. App. Lexis 2735 (Court of Appeals of Washington)

1. What is a defective formation of a limited partnership?
2. Did Powers and Solomon act ethically in denying liability for the contract? Why or why not?
3. Are the limited partners liable? Why or why not?
4. Do you agree with the outcome of the case? Why or why not?