Kate Haley, an experienced builder, formed a limited partnership in August 2009, along with two limited partners, Drs. Growbioski and Gailen, who each provided $100,000 to the partnership for initial capital for the construction of a medical office building near Stowe, Vermont. With the bustle of getting building and environmental permits and placating abutters to the property, as well as lining up suppliers and subcontractors and getting the job started, Kate simply did not find an opportunity to take the long drive to file the certificate of limited partnership with the secretary of state’s office in Montpelier.

A confluence of bad weather, an accident causing serious personal injury, financing disappointments, labor difficulties, design problems, and some personal problems resulted in the project being stopped before completion with some $550,000 in overdue bills. Dr. Growbioski has been approached by several suppliers and craftsmen seeking payment for supplies and work performed. As a limited partner, he believes that he is not liable for firm debts beyond his investment, which was $100,000. Explain to Dr. Growbioski his obligations at this point.

Chapter 43 LPs, LLCs, and LLPs 1027 AppendixLO1