Source: Research taken from CT Newswire (part of Wolters Kluwer Corporate Legal Services). This is not meant to be legal advice.
In Boslow Family LP v. Glickenhaus & Co., 2006 N.Y. Slip Op. 9321 (Court of Appeals, 12/14/06), New York’s highest court applied the concept of “limited partnership by estoppel” to allow a limited partnership to maintain an action for breach of contract though its certificate of limited partnership had not been filed with the Department of State until after the action was brought.
The courts below were reversed on the ground that defendant is estopped from raising plaintiff's claimed lack of capacity to contract as a defense to this case.
In 1997, the Boslow family signed an initial certificate of limited partnership to form the Boslow Family Limited Partnership. Neither party knew that the certificate of limited partnership had not been filed when each party entered into the contract. The defendant benefited from the contract, and the services provided to the plaintiff were not dependent on it being a limited partnership.
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