377 So. 2d 722 | Fla. Dist. Ct. App. | 1979
The OUTLET COMPANY, a Foreign Corporation, Appellant,
v.
Robert WADE, Robert S. Walsh and Richard D. Lundy, Individually and D/B/a Advantage Consultants, Appellees.
District Court of Appeal of Florida, Fifth District.
B.J. Heller of Poole & Heller, P.A., Orlando, for appellant.
Roy B. Dalton, Jr., of Dean, Ringers, Morgan & Lawton, P.A., Orlando, for appellees.
HERSEY, GEORGE W., III, Associate Judge.
This is an appeal from a final judgment determining the appellee-defendant, Robert Wade, not to be a general partner in Advantage Consultants, an advertising agency partnership, and thus, not to be liable for the debts of the partnership. The liability of the partnership to plaintiff-appellant was established; however, there was no evidence that appellant relied or had a right to rely on the individual credit of appellee, Robert Wade.
In Vulcan Furniture Manufacturing Corp. v. Vaughn, 168 So. 2d 760, 764 (Fla.2d DCA 1964), the court pointed out:
... It has been stated that the uniform limited partnership act proceeds on the assumption that no public policy requires a person who contributes to the capital of a business, acquires an interest in the profits and some degree of control over the conduct of the business, to become bound for the obligations of the business, provided creditors had no reason to believe at the times their credits were extended that such person was so bound.
Section 620.28, Florida Statutes (1977), a part of Florida's Limited Partnership law, provides:
(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this part.
*723 This may be taken to mean that a limited partnership may exist in Florida without strict compliance with the statute although the limited partnership was not recognized at common law. Such was the situation in the case at bar.
Accordingly, the judgment appealed from is affirmed.
LETTS, GAVIN K. and MOORE, JOHN H., II, Associate Judges, concur.
