Head v. Henry Tyler Construction Corp.

539 So.2d 196 (1988)


Head entered a construction K with HTCC, which stated HTCC would be compensated on a “time and material basis.” Head’s organization paid $2K less than what was owed.  HTTCC brough suit of the balance owed.  The complaint was amended to list the owners of Atrium:  Head and Forman and Howard as individuals.  The complaint alleged they were all general partners of a “Land Company” and were “jointly and severally liable for the debts of Birmingham One and Atrium.    Head and Forman asserted they were jointly and severally liable for the obligations to Birmingham One.


“Partnership contracts create only a joint liability among the partners… The partners are not individually liable for partnership contracts, unless assets of the partnership are inadequate to pay the partnership debts or there is no effective remedy without resort to the property of individual partners.”

The UPA states that partners are jointly liable except when the debt or obligation arises from a tort or breach of trust.


Whether Birmingham One and the Land Company, “as the general partner of Atrium, is jointly and severally liable for the debt owed by Atrium.”

Whether the “the trial court was correct in its determination that no such condition precedent exists under Alabama law.”


Alabama put into law that it does not follow the common law rule “of imposing only joint liability on partners for partnership debts and obligations.”  The creditor can sue one member of the partnership; but if it’s warranted, the sued partner can then sue the other partner to pay his fair share.

There is no reason to require that the creditor exhaust all remedies against the combined partnership before bringing suit.  This contradicts AL law.

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