Dean Operations, Inc. v. One Seventy Assocs

The opinion of the court was delivered by This interlocutory appeal arises from a partnership dispute involving commercial real property located in Wyandotte County, Kansas. Dean Operations, Inc. (Operations), a Missouri corporation, filed a petition to foreclose on a loan it had originally signed as guarantor, and later purchased, on commercial real property owned by One Seventy Associates (the Partnership), a Missouri general partnership comprised of (1) Dean Realty Co. (Realty), a Missouri corporation and wholly owned subsidiary of Operations; and (2) CPI 1986-1 (CPI), a Missouri general partnership. The district court found that Realty was the alter ego of Operations and granted summary judgment to CPI. The Partnership was formed to construct and lease two office/warehouse buildings in Kansas City, Kansas. The Partnership agreement provided that before the managing partner could issue cash calls for any capital contributions beyond the partners' initial capital contributions, both partners had to consent. Moreover, the managing partner did not have authority to advance funds to the Partnership or be reimbursed by the other partner, even if an advancement was necessary to preserve the Partnership's property.