8182 Maryland Associates Limited Partnership v. Sheeha

14 S.W.3d 576 (2000)

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Nature of the Case

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Facts

A Missouri general partnership law firm entered into a lease agreement with 8182 Maryland. Sheehan (D) was a general partner of the law firm and he along with 13 other general partners signed the lease on April 5, 1984. The lease was for 120 months and commenced when the space was made ready for occupancy. The lease was silent as to liability for incoming or withdrawing partners, and the lease required the written consent of the landlord for assignments. In 1985, D withdrew from the partnership. D assigned his interest in the partnership to the remaining partners on December 31, 1985. In January of 1986, his resignation became effective, and the firm adopted a shorter name. The lease with 8182 Maryland was not expressly assigned by the old partnership nor did the new partnership of Popkin & Stern assume the obligation in writing. Popkin & Stern began occupancy on April 26, 1986. At varying points in time, four more defendants became partners of Popkin. There is no evidence that any partnership agreement signed by them contained language concerning personal liability on the lease. None were asked to sign the lease agreement or any assumption agreement. The lease agreement was not expressly assigned to any of the new partnerships that resulted. The four partners who came on board in 1986 all had withdrawn by December 1, 1989. None had entered into a withdrawal agreement with Popkin or 8182 Maryland. Popkin defaulted on the lease in September 1991 and filed for bankruptcy in 1992. On the third amended petition, 8182 Maryland alleged damages of $865,488.53 for past due rent and a pro rata share of building operating expenses and $4,891,975.91 for the present value of the premises for the remainder of the stated term over the reasonable value of the premises for the remainder of the stated term. This remedy was expressly allowed by the lease upon a partnership default. P named all the past and present general partners of the firm(s) since April 4, 1984, but has dismissed 36 of those defendants. Noelker and Klar have filed partial motions for summary judgment seeking to limit any recovery to partnership assets. The trial court granted their motions. Later five defendants filed separate motions for summary judgment and the dismissal of the petition against them. The trial court granted these motions, and 8182 Maryland appealed.