## Facts

- LNG Services was organized as a limited partnership; Robert E. Petsinger was the sole named general partner and the remaining defendants were designated limited partners under the partnership agreement.
- Richard A. Gast was hired in 1968 as a project engineer at an agreed salary of $15,000 per year.
- Gast was paid his salary for over a year, but from October 1969 through March 1971 he continued working without pay.
- After resigning in March 1971, Gast sought back pay and expenses and filed an assumpsit action against Petsinger and the limited partners.
- Gast alleged that the limited partners, through their participation in the enterprise, effectively acted as general partners and were personally liable for his unpaid compensation.
- In discovery, defendants produced the limited partnership agreement and denied that any limited partner exercised managerial control over the business.
- In deposition, Gast could not identify specific acts showing that the limited partners managed or controlled LNG Services; he later filed an affidavit stating generally that he was prepared to prove they took control and acted as managers.

## Issues

1. Whether the record raised a genuine issue of material fact that the limited partners “t[ook] part in the control of the business,” making them liable as general partners for Gast’s wage claim.
2. Whether conclusory allegations and a generalized affidavit were sufficient to defeat summary judgment on the limited partners’ liability.

## Decision

- The Superior Court affirmed the entry of summary judgment for the defendants.
- The court held that Gast failed to produce specific facts from which a factfinder could reasonably conclude that the limited partners took part in the control of the business.
- The court treated the limited partners’ identified activities (capital participation, involvement in partnership-level decisions, and provision of technical advice/consulting) as consistent with limited-partner status and insufficient, without more, to impose general-partner liability.
- The court concluded that Gast’s affidavit asserting what he was “prepared to prove at trial” did not create a triable issue when discovery produced no concrete evidence of managerial control.

## Legal Principles

- A limited partner does not become liable as a general partner unless, beyond exercising rights and powers as a limited partner, the limited partner takes part in the control of the business.
- Conduct consistent with limited-partner rights—such as contributing capital, participating in certain partnership-level decisions, or providing professional advice—does not, without evidence of managerial control, remove limited liability.
- On summary judgment, the nonmoving party must identify specific record facts showing a genuine dispute of material fact; conclusory assertions or generalized affidavits about intended proof are insufficient.

## Conclusion

The court affirmed summary judgment because the plaintiff did not present specific evidence that the limited partners exercised managerial control over the limited partnership; activities consistent with limited-partner rights and consulting roles did not, by themselves, create personal liability as general partners.


Gast v. Petsinger, 323 A.2d 371 (Pa. Super. Ct. 1974)