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 an action against a partnership be brought against one or more partners as individuals trading as the partnership, and addresses suits against a liquidator.

Full Text of Rule 2128

Text sizeJump to: (a) (b) (c) (d)

(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.

Plain-English Summary

A partnership can be sued through its partners. This rule lets an action against a partnership be prosecuted against one or more partners as individuals trading as the partnership in the firm name, and addresses an action against a liquidator. The structure reaches the partnership and the partners who stand behind it.

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.

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