This section contains the nature of the case and procedural background.

Frigidaire (P) entered into a contract with Commercial Investors, a limited partnership. Mannon and Baxter were limited partners of Commercial. They were also directors, officers, and shareholders of Union Properties (D), the only general partner of Commercial. They controlled D, and through their control of D, they exercised day to day control and management of Commercial. Commercial breached its contract with P and P sued both D, the individual parties and Commercial. The trial court concluded that Mannon and Baxter did not incur general liability for Commercial's obligations by reason of their control of Commercial. P appealed, the Court of appeals affirmed. This appeal resulted.

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