## Facts

- Henry Tyler Construction Corporation (HTCC) contracted with Costa and Head (Atrium), Ltd. (Atrium), an Alabama limited partnership, to perform construction work on a time-and-materials basis.
- Atrium paid HTCC for progress payments but left an unpaid contract balance after the final payment request.
- HTCC alleged a tiered partnership structure: Costa and Head (Birmingham One), Ltd. (Birmingham One) was Atrium’s sole general partner; Costa and Head Land Company (Land Company), a general partnership, was Birmingham One’s sole general partner.
- Beverly P. Head, Jr. and James R. Forman, Jr. were general partners of Land Company.
- Atrium, Birmingham One, and Land Company filed bankruptcy during the litigation.
- HTCC sought to collect the unpaid balance from Head and Forman personally as general partners ultimately responsible for the partnership debt.

## Issues

1. Whether a creditor must first exhaust partnership assets, or prove their inadequacy, before suing individual general partners for a partnership debt under Alabama law.
2. Whether joint and several liability permits a creditor to proceed directly against individual partners in a multi-tier partnership structure.

## Decision

- The Supreme Court of Alabama affirmed summary judgment for HTCC against Head and Forman.
- The court held Alabama law makes partners jointly and severally liable for partnership debts, allowing a creditor to sue a partner directly without first pursuing partnership assets.
- The court accepted that liability could be traced through the chain of general partners from Atrium to Birmingham One to Land Company and then to Land Company’s individual general partners.
- Because the material facts (debt amount, partnership relationships, and partner status) were undisputed and controlling law imposed liability, summary judgment was proper.
- The affirmed judgment awarded HTCC $44,396.78 (unpaid balance plus interest and costs).

## Legal Principles

- Under Alabama’s partnership statute, general partners are jointly and severally liable for all partnership debts and obligations.
- Several liability permits an independent action against an individual partner without requiring joinder of other partners or the partnership entity.
- A creditor is not required to obtain a judgment against the partnership, attempt collection from partnership assets, or prove partnership insolvency before suing an individual partner.
- In nested partnership arrangements, personal liability may extend through successive general partners to the individuals who are general partners of the top-tier general partnership.

## Conclusion

The court held that Alabama’s statutory joint-and-several liability regime allows a creditor to recover directly from individual general partners for partnership debts without any prerequisite exhaustion of partnership assets, including where liability is established through a multi-level partnership structure.


Head v. Henry Tyler Constr. Corp., 539 So. 2d 196 (Ala. 1988)