The General Partner`s Board of Directors decided on 31 March 2012 to terminate the partnership in accordance with the terms of the partnership agreement. It was alleged by the complainants, and there is summary evidence that the three sponsors controlled the business of the limited partnership, albeit through the corporation. The accused commandos argue that they acted only through the company and that the company did control the activities of the limited partnership. In response to this assertion, we accept the following statements in Chief Justice Preslar`s dissenting opinion before the Civil Court: the plaintiffs sued for damages for breach of the lease agreement and named as defendants the limited partnership of Fidelity Lease Limited, its partner Interlease Corporation and all the sponsoring partners. At the request of the applicants, the case against the sponsors was individually separated from the case against Fidelity and Interlease, insofar as it relates to their personal abilities and commitments. In this separate case, the court did not give summary judgment to the sponsorships. The complainants appealed only to sponsors Crombie, Kahn and Sanders. The applicants attempted to make these three persons personally liable under section 6132 bis, art. 8, as they became shareholders through their participation in the management and control of the limited partnership. Crombie, Kahn and Sanders argue that their sole control over fidelity`s activities as officers of the alleged copying of the company, they are isolated from the personal liability that arises from their activities or those of the company.
This is a general rule of the organization, but one of the many exceptions where courts ignore corporate fiction is where it is used to circumvent a law. Pacific American Gasoline Co. of Texas v. Miller, 76 S.W.2d 833 (Tex.Civ.App.1934, writ ref`d). See also Drye v. Eagle Rock Ranch, Inc., 364 S.W.2d 196, 202 (Tex.1962) and Pace Corporation v. Jackson, 155 Tex. 179, 284 S.W.2d 340 (1955). This is precisely the result here, because it is indisputable that the group was organized to manage and control the limited partnership.