This blog, written by Thomas E. Rutledge, focuses primarily on business entity law in Kentucky. Postings on contract law, contractual and statutory construction, and the entity law of other jurisdictions appear as well. There may as well be some random discussions of classical, medieval and renaissance history.
Friday, November 7, 2014
A Limited Partnership Must Be Represented By Counsel
Be Represented By Counsel
that a corporation may appear in court only through a licensed attorney
is undisputed. Recently, courts have applied the same rule to hold, inter alia, that a limited liability
company, even a single-member limited
liability company, may appear in court only through counsel. See Bobbett
v. Russellville Mobile Park, LLC, No. 2007-CA-000684-DG (Ky. App. Sept. 12,
2008; modified Oct. 17, 2008); see also
Rutledge, Regarding the Disregarded
Entity, 14 J. Passthrough Entities,
Mar./Apr., 2011, 39.
the same rule applicable to limited partnerships? While it does not appear that a Kentucky court has addressed the issue, the consensus of decisions from other jurisdictions indicates
that it is.
In Genoa National Bank v. Odette, 8:10CV438 (D. Neb. July 1, 2011), the court issued an order directing that
a family limited partnership
may only be represented
by counsel, there collecting a number of cases in support thereof.
Likewise, in James D.
Pauls, Ltd. v. Pauls, 633 F. Supp. 34 (S.D. Fla. 1986), the court wrote:
[S]imilarly, a limited partnership
is not a natural person, but a creature of statute. Therefore, it must act to legal counsel in matters of law, since it is also an artificial entity.
In Runkle v. United States, 962 F.
Supp. 1112 (N.D. Ind. 1997), it was held that a limited partnership
must be represented by
counsel in its effort to quash an IRS subpoena. See alsoUnited States v.
The Bichard Farm Family Limited
Partnership, 2009 WL
1686729 (S.D. Ohio June 11,
2009) (discussing a limited partnership, the court wrote: “A partnership
may not be represented
pro sestop, but must be represented by
a licensed attorney.”).
Perhaps the most comprehensive review
of this question is set forth in Naylor
Senior Citizens Housing, LP v. Sides Construction Co., Inc., 423 S.W.3d 238
(Mo. 2014), wherein it provided an expansive support
for its holding that:
Limited partnerships, as statutory entities, may appear in the courts of this state only through an attorney licensed
here by this Court.