McInturff, J. Munson, C.j., and Green, J., concur.
Cosmopolitan Chinook Hotel (Cosmopolitan) appeals from a summary judgment, holding it liable as a general partnership -- and not as a limited partnership -- in connection with an action brought by Dwinell's Central Neon (Dwinell's) for breach of contract.
On October 25, 1972, Cosmopolitan and Dwinell's entered into three separate agreements for the lease-sale of neon signs. Dwinell's was represented by one of its salesmen and Cosmopolitan was represented by two of its partners. The contracts contained an acceleration clause in the event of Cosmopolitan's default and a provision for a reduction in the monthly payment should Dwinell's fail to properly maintain the signs.
In October 1976, Cosmopolitan was behind on its payments and Dwinell's brought suit to accelerate the balance due under the contract. The complaint averred that Cosmopolitan was a general partnership due to its failure to comply with the statutory filing requirements of the limited partnership act. Cosmopolitan, on the other hand, claimed limited partnership status and stated that their status was known by Dwinell's at the time of contracting and was a matter of common knowledge in the community.
We are asked to consider whether summary judgment was proper in light of the following alleged factual issues left unresolved:
(1) Whether Dwinell's had actual knowledge of Cosmopolitan's limited partnership status at the time of contracting;
(2) Whether the court erred in concluding that Cosmopolitan was a general partnership;
(3) Whether Cosmopolitan is entitled to a discount under the contract, reducing the amount of the lease payments, because the neon signs were not in operation;
(4) Whether the court improperly shifted the burden of proof to Cosmopolitan when Dwinell's was the moving party for summary judgment.
At the time Dwinell's and Cosmopolitan entered into the lease-sale agreements, Cosmopolitan had taken no steps to
comply with the filing requirements of RCW 25.08.020.*fn1 It was not until February 1973, several months following execution of the contract with Dwinell's, that the certificate of limited partnership was filed. Cosmopolitan argues, however, that it was widely known in Yakima that a limited partnership had purchased the Chinook Hotel. Further, Cosmopolitan states ...