Delaney v. Fidelity Lease Ltd
In Delaney v. Fidelity Lease Ltd., 526 S.W.2d 543 (Tex. 1975), a limited partnership, Fidelity Lease Ltd., was composed of twenty-two limited partners, and a corporate general partner, Interlease Corporation. Id. at 544.
Three of the limited partners were also Interlease's officers, directors, and shareholders. Id.
The supreme court determined that the three limited partners became liable as general partners because they took control of the business while acting as officers of the sole corporate partner. Id. at 546.
In doing so, they disregarded the corporate fiction because it was "difficult to separate their acts for they were at all times in the dual capacity of limited partners and officers of the corporation." Id. at 545.