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MISS CAL 204, LTD. A CALIFORNIA LIMITED PARTNERSHIP, v. CHARLOTTE B. UPCHURCH

MARCH 06, 1985

MISS CAL 204, LTD. A CALIFORNIA LIMITED PARTNERSHIP,
v.
CHARLOTTE B. UPCHURCH, CONSERVATOR OF THE PERSON & PROPERTY OF MAXINE NEAL BROWN, ETC., AND U.S.F.& G. CO.



BEFORE PATTERSON, HAWKINS AND PRATHER

PRATHER, JUSTICE, FOR THE COURT:

The issue addressed by this appeal is whether a foreign limited partnership not properly registered in this state is barred from utilizing the Mississippi courts for a cause of action that accrued prior to its registration within the state.

The appellant, MISS CAL 204, LTD, is a California limited partnership which filed suit in the Chancery Court of Hinds County against Charlotte B. Upchurch, individually and as conservator of Maxine Neal Brown, her ward, and United States Fidelity and Guaranty, surety of the conservator. The chancery court granted a motion for summary judgment in favor of all defendants based upon the partnership's failure to register its partnership under the Uniform Foreign Limited Partnership Act, Miss. Code Ann. 79-13-213 (Supp. 1982) prior to the time the cause of action accrued.

 MISS CAL 204, LTD appeals assigning as error:

 (1) The lower court erred in holding appellant's action

 barred by Miss. Code Ann. 79-13-213 (Supp. 1982); and

 (2) The evidence was insufficient to establish that appellant was" doing business "within the meaning of Miss. Code Ann. 79-13-213 (Supp. 1982).

 Plaintiff/appellant, MISS CAL 204, LTD is a California limited partnership with its principal place of business in Ventura, California. Defendant/appellee, Charlotte B. Upchurch, is an adult resident of Sunflower County, Mississippi and the conservator of the person and property of Maxine Neal Brown, a ward of the Hinds County Chancery Court. U.S.F.& G. is the surety on Ms. Upchurch's conservatorship bond.

 Appellee Upchurch entered into a contract with ITEY Corp. for the sale of a home and lot located in Jackson, the property of her ward, Brown. David T. Huntington signed the contract on behalf of the corporation as its assistant secretary. ITEY subsequently assigned its interest in the contract to appellant, MISS CAL 204.

 MISS CAL 204 continued negotiations with Upchurch relative to the sale of the property. On April 17, 1981, Upchurch executed a warranty deed conveying the property to MISS CAL 204. The deed was delivered to Chicago Title Insurance Agency of Mississippi, Inc. as escrow agent for MISS CAL 204. Final delivery to MISS CAL 204 was conditioned upon the receipt by the escrow agent of the certificate of limited partnership of MISS CAL 204, LTD, and the application for registration as a foreign limited partnership of MISS CAL 204, LTD. David Huntington, as general partner of MISS CAL 204, executed a promissory note and deed of trust on behalf of the partnership and delivered these documents to the escrow agent.

 MISS CAL 204 took possession of the property and placed it under the management of H. C. Ashcraft, Realtors. After making certain repairs, Ashcraft leased the property to Chester Ware and his wife, Lucille. At the time of the sale and the subsequent rental arrangements, MISS CAL 204 was not registered to do business in the State of Mississippi.

 The Chancery Court of Hinds County refused to confirm the sale of the property. The record here does not reflect the reason. On August 25, 1982 MISS CAL 204 registered to do business in Mississippi. On November 24, 1982, the partnership filed its complaint against Upchurch, alleging breach of contract and misrepresentation. Following motion of the appellee, the trial court granted summary judgment against the appellant on the ground that appellant's alleged cause of

 action accrued prior to its registration to do business in the State of Mississippi and, therefore, appellant's action was barred by Miss. Code Ann. 79-13-213 (Supp. 1982).

 Did the trial court err in holding appellant's suit barred by Miss. Code Ann. 79-13-213, a portion of the Mississippi ...


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