Harry L. Vidricksen v. William B. Grover, Trustee in Bankruptcy of the Estate of Reginald K. Thom, Dba Thom Chevrolet Company, Bankrupt

Dr. Vidricksen intended, when he turned over to Thom $25,000 in July, 1952, to become a limited partner with Thom, the general partner, in a Chevrolet car agency business at Dunsmuir, California. Thus, the shoemaker strayed from his last.

Articles of partnership were drawn up but no effort was made to comply with the California statutory requirement of recording a certificate of limited partnership.

Bankruptcy overtook Thom in Septem-her, 1961. And the issue here is whether Dr. Vidricksen is a general partner for the purposes of bankruptcy. The referee held he was. On review, the district court sustained the referee. Here on appeal, we affirm.

Apparently the agency developed financial difficulties in March, 1961, and the doctor consulted successively two different lawyers. From them, although they could not represent him because of conflict of interest, he did learn he had a problem, to-wit, whether in his venture he had attained a real limited partnership and therefore limited liability under California law. The Uniform Limited Partnership Act has been adopted in California with some modification.

On the issue before us, no significant facts occurred until August, 1961, when,…