Continental Waste System, Inc. v. Zoso Partners

727 F.Supp. 1143 (1989)

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Nature of the Case

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Facts

McKiel created a limited partnership called I.Jones. McKiel was a general partner, and Zoso Partners was the limited partner. Zoso was a general partnership between Ivo Zoso and Frederick Cook. Ivo and Cook contributed $900,000 to I Jones which enabled I Jones, to purchase the assets of Continental Waste Systems. At the time of the transaction, limited partnerships in Illinois were controlled by the ULPA 1916. I Jones began to experience severe financial problems from the discovery of various environmental hazards representing enormous cleanup costs. Ivo invested more money in I. Jones, and McKiel was removed as general partner and Cook replaced him. Continental (P) alleges that Ivo through Cook controlled I. Jones. P sued Zoso Partners (D) for breach of contract, failure to pay promissory notes, misappropriation and damage to personal property. P claims that Zoso Partners and Ivo Zoso should be treated as general partners because D engaged in active participation and control of partnership business. D moved for summary judgment.