You are here: / / A PARTNERSHIP CANNOT OPERATE THROUGH AN EXISTING CORPORATE STRUCTURE (FOURTH...
,

A PARTNERSHIP CANNOT OPERATE THROUGH AN EXISTING CORPORATE STRUCTURE (FOURTH DEPT).

The Fourth Department, reversing Supreme Court, noted that a partnership cannot operate through an existing corporate structure:

Plaintiffs operated a court reporting partnership from 1975 to 1999. Upon dissolution of the partnership, they agreed to consolidate their business with defendant, an existing court reporting corporation … . * * *

… [A] party “cannot recover on a claim that he [or she] and [another individual] entered into a joint venture to be set up and run through the corporate . . . structure” … . “[A]s a general rule, a partnership may not exist where the business is conducted in a corporate form, as each is governed by a separate body of law . . . Parties may not be partners between themselves while using the corporate shield to protect themselves against personal liability” … . Although that rule has been qualified “so as not to preclude members of a preexisting joint venture from acting as partners between themselves and as a corporation to the rest of the world,’ ” that qualification is inapplicable here because defendant [corporation]  was formed before the partnership was allegedly created by an oral agreement … . In other words, “there was no preexisting joint venture that later spawned the creation of a corporation in which aspects of the joint venture could survive” … . Bianchi v Midtown Reporting Serv., Inc., 2018 NY Slip Op 04895, Fourth Dept 6-28-18

​PARTNERSHIP LAW (A PARTNERSHIP CANNOT OPERATE THROUGH AN EXISTING CORPORATE STRUCTURE (FOURTH DEPT))/CORPORATION LAW (A PARTNERSHIP CANNOT OPERATE THROUGH AN EXISTING CORPORATE STRUCTURE (FOURTH DEPT))/JOINT VENTURES (A PARTNERSHIP CANNOT OPERATE THROUGH AN EXISTING CORPORATE STRUCTURE (FOURTH DEPT))

You might also like
THE TITLE INSURANCE POLICY GAVE THE INSURER THE RIGHT TO PROSECUTE A TITLE CLAIM BUT NOT THE OBLIGATION TO PROSECUTE A TITLE CLAIM; THEREFORE PLAINTIFF’S COMPLAINT ALLEGING DEFENDANT BREACHED THE POLICY BY NOT PROSECUTING THE CLAIM SHOULD HAVE BEEN DISMISSED (FOURTH DEPT).
Mall Security Guards Did Not Actively Participate in Arrest of Plaintiff But Rather Acted at the Behest of the Police—False Arrest, False Imprisonment and Malicious Prosecution Causes of Action Against the Mall Should Have Been Dismissed
VILLAGE’S AGREEMENT TO SELL ONE MILLION GALLONS OF WATER PER DAY FOR TRANSPORT TO PENNSYLVANIA WAS A TYPE I ACTION REQUIRING SEQRA REVIEW.
THE SUPPRESSION COURT PROPERLY FOUND THE POLICE OFFICERS’ TESTIMONY ABOUT THE REASON FOR THE TRAFFIC STOP CREDIBLE; TWO DISSENTERS DISAGREED (FOURTH DEPT).
THE PEOPLE ARE NOT REQUIRED TO HAVE THEIR WITNESSES READY FOR TRIAL IN ORDER FOR A STATEMENT OF READINESS TO BE VALID; THE MOTION TO DISMISS THE INDICTMENT ON SPEEDY-TRIAL GROUNDS SHOULD NOT HAVE BEEN GRANTED; THE STATEMENTS OF READINESS WERE NOT ILLUSORY; THERE WAS A DISSENT (FOURTH DEPT).
50% FAULT SHOULD NOT HAVE BEEN APPORTIONED TO PLAINTIFF IN THIS WET-FLOOR SLIP AND FALL CASE; THE WATER ON THE FLOOR WAS NOT OPEN AND OBVIOUS AND THE WARNING SIGN WAS NOT VISIBLE (FOURTH DEPT).
Complaint Against Town for Sewage Backup in Home Dismissed
SUPREME COURT PROPERLY DISMISSED THE CLAIM THAT DEFENDANT VIOLATED THE RESTRICTIVE COVENANT CONCERNING THE HEIGHT OF HOUSES BECAUSE THE TERM ‘ONE AND A HALF STORIES’ WAS AMBIGUOUS AS TO HEIGHT; HOWEVER THE CLAIMS ALLEGING VIOLATION OF SETBACK RESTRICTIONS SHOULD NOT HAVE BEEN DISMISSED (FOURTH DEPT).

Categories

Sign Up for the Mailing List to Be Notified When the Site Is Updated.

  • This field is for validation purposes and should be left unchanged.

Copyright © 2026 New York Appellate Digest, Inc.
Site by CurlyHost | Privacy Policy

NUMEROUS FAILURES BY THE JUDGE TO FOLLOW THE PROTOCOL FOR BATSON CHALLENGES... ALTHOUGH THE DEFENDANT HOMEOWNERS ACTED AS A GENERAL CONTRACTOR, THEY DID NOT...