Department of Social Welfare v. Berlin Development Associates

This is an interlocutory appeal from a denial of a motion to dismiss, V.R.C.P. 12(b) (6), made by appellant Wornat Development Corporation, one of multiple named defendants. The appellant contends that it is a limited, and not a general, partner in the several limited partnerships that are named as co-defendants, and that therefore it is not liable for partnership debts beyond its capital contribution. See 11 V.S.A. §§ 1397, 1407.

Because documents outside the pleadings were presented to and not excluded by the trial court in deciding the motion to dismiss, the motion is treated as one for…