Dale Fullerton was chairman of the board of Envirosearch and the sole stockholder in Westover Hills Management. James Anderson was president of AGFC. Fullerton and Anderson agreed to form a limited partnership to purchase certain property from WYORCO, a joint venture of which Fullerton was a member. The parties intended to form a limited partnership with Westover Hills Management as the sole general partner and AGFC and Envirosearch as limited partners.
The certificate filed with the Wyoming secretary of state, however, listed all three companies as both general and limited partners of Westover Hills Ltd. Anderson and Fullerton later became aware of this error and filed an amended certificate of limited partnership, which correctly named Envirosearch and AGFC as limited partners only.
Subsequently Westover Hills Ltd. became insolvent. What is the potential liability of Envirosearch and AGFC to creditors of the limited partnership?