Hokama

MEMORANDUM AND ORDER

Defendants’ motions to dismiss and for summary judgment came on regularly for hearing on April 18,1983 before the Honorable Mariana R. Pfaelzer. The Court, having considered the papers filed and oral arguments made, now files this Memorandum, which shall constitute its Findings of Fact and Conclusions of Law.

I. BACKGROUND

Plaintiffs are “Type A” limited partners in defendant Wellspring Barge Limited Partnership (“the Partnership”), a limited partnership organized for the purpose of owning and operating river barges. Defendant Wellspring Energy Co. (“Wellspring”) is the sole general partner. Defendant John P. Madgett, III (“Madgett”) is president, treasurer, a director, a fifty percent shareholder, and the alleged alter ego of Wellspring. Defendant Consolidated Barge & Grain Co. (“Consolidated”) is also a fifty percent shareholder and the alleged alter ego of Wellspring. In addition, it conducts the Partnership’s barge operations under an exclusive management agreement with the Partnership. Defendant Robert E. Frane (“Frane”) is president, chairman of the board, a principal shareholder, and the alleged alter ego of Consolidated. Madgett, Consolidated, and…