Issue
Whether The plaintiff, which had extended open-account credit to the partnership, contends on appeal that it was not adequately notified of the partnership's incorporation and that the defendants therefore remained personally liable for the debt in question.
Rule
Kingsberry Homes v. Corey (7th Cir. 1972), 457 F.2d 181
Weise v. Gray's Harbor Commercial Co. (1904), 111 Ill. App. 647; Bredhoff v. Lepman (1913), 181 Ill. App. 247; 29 Ill. L. Prac. Partnership sec. 245 (1957).
George B. Weise Son
Bredhoff v. Lepman
Fact
D and P were partners. P provided open-account credit to long's auto sound. Long's sound systems, inc. was incorporated and acquired the business of long's auto sound. The corporation was dissolved. The only information P had concerning D business entitiy in 1978 was contained on a new accont data sheet. P claims that it had no knowledge that D has become a corporation, except for the corporate checks that were issued to pay their account balances.
Application and conclusion
The instant case can be readily distinguished from Kingsberry Homes in that the defendant here made no personal guarantee which would continue despite the incorporation of their business. Rather, in the absence of that factor, this case is more like that envisioned by the dissent in Kingsberry Homes, where the plaintiff-creditor was held to have received adequate notice of the defendants' incorporation to entitle them to corporate immunity. While the plaintiff here stipulated that it had had no knowledge of the defendants' incorporation, the trial court's judgment is warranted on the basis of the actual notice imparted by the receipt of corporate checks over a two-year period.