Bangkok Legal Service

Keng Klayhaan, Kob Kaoklai, Keng Yangdee, and Tang Huenphanit Limited Partnership, registered under the business name “Huenphanit Yin Kaan,” agreed to the partnership, with Keng being the principal shareholder and Kob and Kitch being limited partners. They agreed to establish Kob as the sole managing partner, with Keng, Kob, and Kitch contributing capital. Keng contributed labor, and Kob and Kitch contributed capital. The partnership agreed that Keng would be authorized to execute contracts for the partnership with external parties. It appeared that Huenphanit Yin Kaan breached its contract with Ringthong Limited, failing to pay wages and labor, and that Kitch joined with Keng and Kob to be jointly liable for the debt stipulated in the contract. The employees subsequently filed a lawsuit against Keng, Kob, and Keng to pay the wages owed to the employees.

It is hereby ordered to determine whether Huenphanit Yin Kaan and its partners are liable for the debt as alleged.

Answer: Huenphanit Yin Kaan, with Kob as the sole limited partner and managing partner, is liable for the debt. Because Huenphanit Yin Kaan appointed Keng as a partner, this constitutes interference and improper management of the partnership’s entire debt, without limitation, as stipulated in Civil Procedure Law Section 1188, paragraph 1.

Kitch, a limited partner, consented to use his name, and therefore, he is jointly liable with external parties as a “trustee” under Civil and Commercial Code Section 1181 and 1182, which includes surname.

Therefore, Huenphanit Yin Kaan, Kob, and Kitch must jointly be liable for the debt owed to Ringthong Limited, an external party, without limitation. Keng, as a limited partner, is not liable for the partnership’s debt to Ringthong Limited.

Regarding labor claims against the partnership, the debt is a debt owed by the employer to the employee, and limited partners do not bear liability. Therefore, the employees are not liable. Limited partners, even when intervening as trustees, are not liable, as stipulated in Civil Procedure Law Section 1088, which states that a limited partner liable for debt is only liable for debts related to the business, not debts arising from the employer-employee relationship.

Keng and Kitch are not liable for the wage debt.