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Click here for the full text of this decision FACTS:Smith & West registered a domestic limited liability partnership under the Revised Partnership Act Art. 6132b-3.08 in March 1995. On Aug. 11, 1999, MF Partners I leased office space to Smith & West for a 60-month term. Michael Gaus and John West, two of Smith & West’s partners, signed a guaranty personally guaranteeing Smith & West’s performance for the first 24 months. MF Partners I assigned its interest to Apcar Investment Partners VI. Saying that Smith & West stopped paying rent on the lease and abandoned the premises on Oct. 31, 2002, Apcar filed suit against Smith & West, Gaus and West. Gaus and West moved for summary judgment. They argued that, as partners in a registered limited liability partnership, they were not individually liable for the partnership’s obligation under the lease. They also argued that the guaranty limited their personal liability to only the first two years, that is, until August 2001. Apcar filed a motion for partial summary judgment claiming Gaus and West were individually liable, because Smith & West was not a registered limited liability partnership when it entered into the lease. They say the 1995 registration expired a year later, in 1996. The trial court granted Gaus’ and West’s motion and denied Apcar’s motion. HOLDING:Reversed and remanded. The court says that whether individuals were protected from individual liability by Art. 6132b-3.08 is a matter of first impression for this or any other court. Subsection (a)(1) of that article provides that “a partner in a registered limited liability partnership is not individually liable . . . for debts and obligations . . . incurred while the partnership is a registered limited liability partnership.” While Apcar asserts that Smith & West’s registration as a limited liability partnership expired after one year, Gaus and West argue that case law for limited partnerships excuse them from not renewing their registration annually. The court confirms that under Arts. 6132b-3.08(b)(5), (6) and (7), limited liability partnership registrations expire after a year. The court also confirms that Smith & West did not file a renewal application for its registration. Consequently, Smith & West’s status as a limited liability partnership expired in March 1996. When Smith & West entered into the lease in 1999, it was not a registered limited liability partnership anymore. Without this status, Gaus and West are not protected from individual liability for the lease obligation. The court finds Gaus’ and West’s reliance on the line of cases regarding limited partnerships misplaced. The Revised Limited Partnership Act contains provisions different from the Revised Partnership Act. “We hold that a partnership must be in compliance with the registration requirements in Article 6132b-3.08(b) for its partners to receive protection from individual liability under Article 6132b-3.08(a)(1). Smith & West, L.L.P. was not a registered limited liability partnership when it incurred the lease obligations; therefore, Gaus and West are not protected from individual liability for the lease obligations under Article 6132b-3.08(a)(1).” Because Smith & West was not a registered limited liability partnership when it incurred the lease obligation, the guaranty did not limit Gaus’ and West’s liability as partners for the partnership’s lease obligations. OPINION:Terry McCall, J.; Arnot, C.J., Wright and McCall, JJ.

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