Rule 2128.Actions Against Partnerships and Liquidators.
Adopted May 1, 1939 · Not amended since adoption · Last verified June 30, 2026
In one sentenceRule 2128 lets a plaintiff sue a partnership through its partners trading under the firm name or in the firm name alone, lets a firm-name defendant counterclaim in that name, and bars misnomer pleas by partners who never filed a membership statement.
(a)An action against a partnership may be prosecuted against one or more partners as individuals trading as the partnership in the manner designated by Rule 2127(a), or against the partnership in its firm name.
(b)If a plaintiff prosecutes an action against a partnership in its firm name only, the partnership may prosecute any setoff, counterclaim or cross-action in its firm name.
(c)An action prosecuted against the liquidator of a dissolved partnership shall be prosecuted in the following manner: ‘‘A, Liquidator of A, B and C, late trading as X & Co.’’
(d)Whenever an action is prosecuted against a partnership in the names of the partners trading in the firm name and the partners or partnership shall have failed to file in the office of the prothonotary of the county or counties in which the partnership business is conducted a statement of membership as required by law, such partners shall not be permitted to plead a misnomer or the omission of the name of a partner of the partnership or the inclusion of the names of persons not partners of said partnership.
End
Plain-English Summary
A plaintiff suing a partnership has a choice. It may sue one or more partners as individuals trading as the partnership, in the style Rule 2127(a) uses, or it may sue the partnership in its firm name. If the plaintiff sues in the firm name only, the partnership may prosecute any setoff, counterclaim or cross-action in its firm name. An action against the liquidator of a dissolved partnership is styled “A, Liquidator of A, B and C, late trading as X & Co.”
Subdivision (d) penalizes partners who ignore the filing law. When the action names the partners trading in the firm name, and the partners or partnership failed to file the statement of membership required by law in the prothonotary’s office of the county or counties where the business is conducted, the partners may not plead a misnomer, the omission of a partner’s name, or the inclusion of persons who are not partners.
The choice matters at collection. Under Rule 2132, a judgment against a partnership sued in its firm name only supports execution on partnership property only, while a judgment in the partners’ names can also reach, on conditions, the individual property of any partner named as a party. Rule 2130 sets venue.
Frequently Asked Questions
How do you sue a partnership?
By suing one or more partners as individuals trading as the partnership in the firm name, or by suing the partnership in its firm name.
Official Note
Official Note: Adopted May 1, 1939, effective November 6, 1939.
Source & verification. Rule text, the Official Note, and the amendment
history are reproduced verbatim from the Pennsylvania Code, Title 231, the official compilation
of rules adopted by the Supreme Court of Pennsylvania. This rule has not been amended since its adoption. Last verified June 30, 2026. ·
Official text
Also known as:sue a partnershipactions against partnershippartner individual liability