Chapter 14-4 Denial of Partnership or Corporate Status

• Jurisdiction: United States

14-4 Denial of Partnership or Corporate Status

Rule 93 requires that a verified pleading be filed to assert "a denial of partnership as alleged in any pleading as to any party to the suit," and "that any party alleged in any pleading to be a corporation is not incorporated as alleged."¹⁸

Allegations of a partnership are deemed admitted when not denied by a verified affidavit.¹⁹ When a petition alleges a claim against a partnership and the defendants never deny the existence of partnership status, the admission of the partnership's existence cannot be controverted at trial.²⁰ Defendant must plead that, although the plaintiff's petition alleges that defendant is a partnership, defendant is not a partner-ship.²¹ Although plaintiff's petition alleges defendant is a partnership, the defendant must deny, by a verified pleading, that defendant is not a partnership.

A denial, verified by affidavit, of corporate status is necessary when any party alleged in any pleading to be a corporation is not actually incorporated as alleged. As with the denial of the existence of a partnership, the defendant must plead, by verified denial, that although plaintiff's petition alleged that defendant is a corporation, defendant is not a corporation.²² Accordingly, any pleading alleging the following matters regarding the defendant's status as a corporation must be verified:

Although plaintiff's petition alleges defendant is a corporation, defendant must deny, in a verified pleading, that defendant is a corporation.

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Notes:

^[18] Tex. R. Civ. P. 93(5), (6) (2013).

^[19] Kirby Forest Indus., Inc. v. Dobbs, 743 S.W.2d 348, 352 (Tex. App.—Beaumont 1987, writ denied).

^[20] Fincher v. B & D Air Conditioning and Heating Co., 816 S.W.2d 509, 512 (Tex. App.— Houston [1st Dist.] 1991); Washburn v. Krenek, 684 S.W.2d 187, 191 (Tex. App.—Houston [14th Dist.] 1984, writ ref'd n.r.e.).

^[21] See Washburn v. Krenek, 684 S.W.2d 187, 191 (Tex. App.—Houston [14th Dist.] 1984, writ ref'd n.r.e.) ("A failure to deny partnership status by a verified denial results in an admission of the existence of a partnership which cannot be...