Frontier Refining Company v. Kunkel's, Inc.
Supreme Court of Wyoming
407 P.2d 39 (1965)
Clifford Kunkel arranged for Fairfield and Beach (defendants) to finance a filling station and truck stop leased from Frontier Refining Company (plaintiff), with the understanding that Kunkel alone would manage the business and incorporate it before conducting operations; Kunkel never incorporated, and without Fairfield or Beach's knowledge or review, signed a lease and other agreements with Frontier individually, doing business as "Kunkel's Inc." Frontier billed gasoline sales to Kunkel individually doing business as Kunkel's Inc., and when the account went unpaid, sued Fairfield and Beach as alleged partners in a Kunkel's Inc. partnership; the trial court found no partnership existed and ruled for Fairfield and Beach, and Frontier appealed.
Whether individuals who financed a business venture are personally liable as partners for the business's debts when they never authorized holding the venture out as a corporation and the creditor dealt with the business operator as an individual.