Missouri Revised Statutes

Mo. Rev. Stat. § 358.150 (2026)

Nature of partner's liability

✓ current as of May 2026

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358.150. Nature of partner's liability. — 1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnership contract.

2. Subject to subsection 3 of this section, no partner in a registered limited liability partnership shall be liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to, the partnership or each other, whether in tort, contract or otherwise, which are incurred, created or assumed by such partnership while the partnership is a registered limited liability partnership.

3. Subsection 2 of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct or malpractice or the partner's liability for any taxes or fees administered by the department of revenue pursuant to chapter 143, 144 or 301, and any liabilities owed as determined by the division of employment security, pursuant to chapter 288, and any local taxes provided for in section 32.087.

4. A partner is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce obligations arising out of acts, omissions, malpractice or misconduct of the type described in subsection 2 of this section, unless the partner is personally liable pursuant to subsection 1 or 3 of this section.

5. A registered limited liability partnership may sue and be sued in its own name.

6. Venue of claims against registered limited liability partnerships shall be controlled pursuant to section 508.010 and, for purposes of venue, a registered limited liability partnership shall be deemed to be a citizen and resident of the county in which it has any office or agent for the transaction of its usual and customary business activities or in which its registered office or registered agent is located.

7. Service of process upon a registered limited liability partnership may be had by delivering a copy of the summons and petition to the partnership's registered agent, a partner, managing or general agent or by leaving the copies at any business office of the registered limited liability partnership with the person having charge thereof.

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(L. 1949 p. 506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

CROSS REFERENCE:

Suits on joint assumptions of copartners, 431.140

Notes of Decisions

Cited in 17 cases (1 in the last 5 years), 1959–2021 · leading case: 8182 Maryland Assocs., Ltd. P'ship v. Sheehan, 14 S.W.3d 576 (Mo. 2000).

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8182 Maryland Assocs., Ltd. P'ship v. Sheehan, 14 S.W.3d 576 (Mo. 2000). · cites it 4× “" Section 358.150. When Sheehan and the other general partners of Popkin, Stern, Heifitz, Lurie, Sheehan, Reby & Chervitz signed the lease agreement with 8182 Maryland, each partner of *582 the partnership became personally liable on the agreement.”

Coop. Fin. Ass'n, Inc. v. Garst, 917 F. Supp. 1356 (N.D. Iowa 1996). · cites it 5× “15 ); accord Mo. Rev.Stat. § 358.150 (“All partners are hable jointly and severally for everything charge *1384 able to the partnership .”

66, Inc. v. Crestwood Commons Redevelopment Corp., 998 S.W.2d 32 (Mo. 1999). · cites it 2× “Section 358.150. If there are damages for which Crestwood Commons is hable, Hycel and Schnuck should be held responsible for them.”

Patrick Blanks v. Fluor Corp., 450 S.W.3d 308 (Mo. Ct. App. 2014). “Section 358.130. Thus, all partners are jointly and severally liable for torts committed by a partner acting within the scope and ordinary course of the partnership’s business.”

Blew v. Conner, 328 S.W.2d 626 (Mo. 1959). · cites it 4× “Section 358.150 thereof provides that the liability of partners shall be joint, except for certain debts and obligations not material here.”

Norman v. Norman (In Re Norman), 32 B.R. 562 (Bankr. W.D. Mo. 1983). · cites it 2× “Section 358.150, R.S.Mo. 1969. But it also appears that a partnership creditor must satisfy his claim from partnership assets before gaining access to the assets of the individual partners.”

Smith v. Wohl, 702 S.W.2d 905 (Mo. Ct. App. 1985). · cites it 2× “§ 358.150, RSMo (1978). A plaintiff has the option to sue any individual partner; and, if he is successful, he may hold that *911 partner liable for the entire debt of the partnership.”

Dwyer v. ING Inv. Co., Inc., 889 S.W.2d 902 (Mo. Ct. App. 1994). · cites it 2× “Section 358.150 provides: All partners are liable jointly and severally for everything chargeable to the partnership under sections 358.”

Jun v. Murphy, 763 S.W.2d 290 (Mo. Ct. App. 1988). · cites it 2× “Section 358.150, R.S.Mo.1986; Smith v. Wohl, 702 S.”

Rogers v. Hickerson, 716 S.W.2d 439 (Mo. Ct. App. 1986). “130, and § 358.150. It is unnecessary to show she had knowledge of Henry Hickerson’s representations or that she subsequently ratified them in order to recover punitive damages against her as it is clear he was acting within the scope of his authority in selling the land and…”

Sealey Bros. v. Farmers Home Admin. (In Re Sealey Bros.), 158 B.R. 801 (Bankr. W.D. Mo. 1993). · cites it 2× “See Mo.Rev.Stat. § 358.150 (1968). Plaintiff concedes in his post-trial brief that “whereas pursuit by FmHA of the individual partners for liability on the partnership loans has a negative effect on the reorganization and fresh start of the partnership debtor, the weight of…”

Stewart Title Guar. Co. v. WKC Restaurants Venture Co., 961 S.W.2d 874 (Mo. Ct. App. 1998). “Although § 358.150 was revised in 1995, 1996, and 1997, the quoted language has remained constant since the 1986 version.”

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