dissenting.
“Limited partnerships were unknown at common law and are purely creatures of statute. Parties seeking the protection of limited liability within the context of a partnership must follow the statutory requirements.” Dwinell’s Central Neon v. Cosmopolitan Chinook Hotel, 21 Wash. App. 929, 934, 587 P. 2d 191, 194 (1978); see also Klein v. Weiss, 284 Md. 36, 50, 395 A. 2d 126, 135 (1978). Absent substantial compliance with the governing statute, an “understanding and intent” that a limited partnership is to be created does not suffice to raise a genuine issue of fact. See Dominion Nat’l Bank v. Sundowner Joint Venture, 50 Md. App. 145, 157, 436 A. 2d 501, 508 (1981).
G.S. 59-2(b) requires, for the formation of a limited partnership, “substantial compliance in good faith with the requirements of [G.S. 59-2](a).” G.S. 59-2(a) requires that persons desiring to form a limited partnership “[s]ign and swear to a certificate . . . .” The record here contains no signed and sworn certificate of limited partnership.
Assuming, arguendo, that the document captioned “Agreement and Note” can be considered a certificate of limited partnership for the purpose of passing on plaintiffs motion, it fails to meet the requirements of the governing statute in the following respects:
(1) It is not sworn to, as required by G.S. 59-2(a)(l) (see Wisniewski v. Johnson, 223 Va. 141, 286 S.E. 2d 223 (1982), which held this defect alone fatal to the asserted creation of a limited partnership).
(2) It does not contain the name of the partnership, as required by G.S. 59-2(a)(l)(a).
*678(3) It does not state the residence of each member, as required by G.S. 59-2(a)(l)(d).
(4) Unless the term “investor” is construed to mean “limited partner,” it does not designate the general and limited partners, as required by G.S. 59-2(a)(l)(d).
(5) It does not contain the term for which the partnership is to exist, as required by G.S. 59-2(a)(l)(e).
(6) While not fatal, standing alone, insofar as the parties inter se are concerned, 60 Am. Jur. 2d, Partnership, § 376, at 259 (1972) (cited in the majority opinion), it was not recorded as required by G.S. 59-2(a)(2).
Where, as here, the record contains no evidence, and the decision must be derived solely from the pleadings, a motion for summary judgment will be considered as though made under G.S. 1A-1, Rule 12(c), for judgment on the pleadings. Burton v. Kenyon, 46 N.C. App. 309, 310, 264 S.E. 2d 808, 809 (1980); Reichler v. Tillman, 21 N.C. App. 38, 40, 203 S.E. 2d 68, 70 (1974). So treating plaintiffs motion, and in light of the foregoing, I would hold as a matter of law that the parties have neither attempted to comply nor substantially complied in good faith with the statutory requirements for formation of a limited partnership. Defendants’ answer raises no other defense to plaintiffs claim. I therefore vote to affirm the judgment for plaintiff.