Windridge

American Alternative Energy Partners II, 1985 (AAEP), Southern California Sunbelt Developers, Inc., and Sunbelt Energy, Inc. (appellants) appeal from the judgment entered after the trial court dismissed their complaint on the motion of defendant Windridge, Inc. (Windridge). In 1991, AAEP, alleging status as a limited partnership, together with the other appellants, filed a complaint against Windridge, stating eight causes of action. It was later ascertained that AAEP failed to file the requisite certificate of limited partnership (Corp. Code, § 15621) until 1994. Windridge moved to dismiss the complaint on the ground AAEP lacked capacity to sue as a limited partnership when it filed its complaint in 1991. Thus, by the time it acquired capacity in 1994, all its causes of action were barred by the applicable statutes of limitation. The trial court agreed with Windridge’s position and granted the motion.

We will hold that its failure to file the certificate of limited partnership did not deprive AAEP of capacity to sue. Accordingly, we reverse.

Facts and Procedural History

The case involves a dispute over the ownership of four wind turbines located in Windridge Wind Park.…