Apcar Investment Partners Vi, Ltd. v. Gau

161 S.W.3d 137 (2005)

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Nature of the Case

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Facts

Smith & West, L.L.P. registered as a domestic limited liability partnership under the TRPA. On August 11, 1999, Smith & West, L.L.P. leased office space from MF Partners I, Ltd. for a term of 60 months. In connection with the lease, Gaus (D) and West (D) signed a guaranty personally guaranteeing Smith & West, L.L.P.'s performance during the first 24 months of the lease. MF Partners I, Ltd. assigned its interest in the lease to P. P claimed that, on October 31, 2002, Smith & West, L.L.P. stopped paying rent under the lease and abandoned the leased premises. P filed suit for breach against Smith & West, L.L.P.; D and West (D). Ds moved for summary judgment as they were partners in a registered limited liability partnership, they were not individually liable for the partnership's obligations under the lease and the guaranty they signed in connection with the lease limited their personal liability to the first two years of the lease term. The trial court granted Ds' motion for summary judgment. P appealed.