## Facts

- On October 25, 1972, Dwinell’s Central Neon (Dwinell’s) and Cosmopolitan Chinook Hotel (Cosmopolitan) entered into three separate lease-sale agreements for neon signs.
- Dwinell’s acted through its salesman; Cosmopolitan acted through two of its partners.
- Each agreement included an acceleration clause allowing Dwinell’s to declare the remaining balance due upon Cosmopolitan’s default.
- The agreements also included a provision reducing monthly payments if Dwinell’s failed to properly maintain the signs.
- Cosmopolitan later fell behind on payments. In October 1976, Dwinell’s sued for the accelerated balances based on Cosmopolitan’s breach.
- Dwinell’s alleged Cosmopolitan was a general partnership when the contracts were made because Cosmopolitan had not met the Uniform Limited Partnership Act filing requirements at that time.
- Cosmopolitan argued it was a limited partnership and that Dwinell’s knew (or should have known) this when contracting, asserting it was “common knowledge” in the community that a limited partnership had purchased the hotel.
- Cosmopolitan filed its certificate of limited partnership about 90 days after the October 1972 agreements.
- Cosmopolitan also argued that it disclosed its status to Dwinell’s salesman by circling the word “partnership” in the agreement.
- The trial court granted summary judgment for Dwinell’s, holding Cosmopolitan liable as a general partnership and enforcing the acceleration provisions; Cosmopolitan appealed.

## Issues

1. Whether Cosmopolitan could claim limited-partnership limited-liability protection for contracts executed before the limited partnership certificate was executed and filed under RCW 25.08.
2. Whether alleged actual knowledge by Dwinell’s (or alleged community knowledge) of Cosmopolitan’s intended limited-partnership status created a material fact dispute or excused noncompliance with statutory filing requirements.
3. Whether Cosmopolitan raised a genuine issue of material fact on its claimed reduction/offset for Dwinell’s alleged failure to maintain the signs sufficient to defeat summary judgment.

## Decision

- The Court of Appeals of Washington affirmed summary judgment for Dwinell’s.
- Cosmopolitan was liable as a general partnership for obligations arising from the October 25, 1972 agreements because the limited partnership certificate was not executed and filed until months later.
- The court rejected Cosmopolitan’s attempt to treat later statutory compliance as applying to earlier obligations; limited-partnership liability protection could not be applied to events before execution and filing of the certificate.
- Cosmopolitan’s assertions that Dwinell’s knew Cosmopolitan was a limited partnership (including claimed “common knowledge” and the circled term in the contract) did not create a triable issue and did not substitute for statutory compliance.
- Cosmopolitan did not present specific, competent evidence supporting its maintenance-based reduction/offset claim, and its payment default supported enforcement of the acceleration clauses.
- Because Cosmopolitan relied on conclusory and argumentative assertions rather than specific evidentiary facts, it failed to show any genuine issue of material fact.

## Legal Principles

- Limited-partnership liability protection requires substantial compliance with RCW 25.08 formation requirements, including execution and filing of a certificate; the filing requirement also serves a notice function to third parties.
- Limited-partnership liability protection obtained through later compliance cannot be applied to obligations incurred before the certificate is executed and filed.
- In Washington summary judgment practice, once the moving party supports its motion with evidence, the nonmoving party must present specific facts showing a genuine issue for trial; conclusory affidavits and unsupported allegations are insufficient.
- A party resisting enforcement of contract remedies such as acceleration based on the other side’s alleged breach must support the claimed breach and resulting offset with competent evidence; unsupported claims do not bar summary judgment.

## Conclusion

The court held that Cosmopolitan could not avoid general-partner liability for the 1972 sign agreements because it did not execute and file its limited partnership certificate until months after contracting, and it could not treat later compliance as covering earlier obligations. Cosmopolitan’s claimed notice to Dwinell’s and its asserted maintenance-based offsets were not supported by specific admissible facts sufficient to create a material dispute, so summary judgment enforcing the acceleration clauses was properly affirmed.


Dwinell's Central Neon v. Cosmopolitan Chinook Hotel, 587 P.2d 191, 21 Wash. App. 929 (1978)