OPINION
BURKE, Chief Justice.
The Chena Hot Springs Group [CHS] owns and manages the Chena Hot Springs Resort. CHS is a limited partnership with three general partners, Mr. Betz, Mr. Kinn, and Mr. Cotting. Pursuant to procedures set out in the amended partnership agreement, Mr. Betz was voted out as a general partner on August 1, 1980. He now seeks to invalidate his forced retirement or to dissolve the partnership and apply a different valuation method in the buyout of his partnership interest. CHS seeks to uphold the retirement, to continue the business, and to enjoin Betz from communicating with its creditors.
Betz was personally liable for a significant amount of the debts incurred by CHS, and, as a result, he began communicating with CHS creditors to explain that he was no longer a partner and that the partnership would be dissolved because of his
retirement. The original complaint in this matter was initiated by CHS to enjoin Mr. Betz from communicating with its creditors and threatening its business interests. Mr. Betz counterclaimed to dissolve the partnership and to receive his partnership interest. Pending the outcome of the trial, the parties stipulated to a limitation on communication with creditors. On cross motions for summary judgment, the trial court ruled for CHS on all issues and enjoined Mr. Betz from communicating with CHS creditors. This appeal followed. We affirm.
I
In Alaska, a limited partnership is formed by meeting the prerequisites of AS 32.10.010.
The statute requires, among other things, that a limited partnership certificate be recorded before formation is considered complete. Betz first argues that, because the partnership failed to record the certificate, the requirements of AS 32.10.-
080
prevail over the provisions in the partnership agreement. AS 32.10.080 provides that the partnership may not be continued upon the retirement of a general partner unless the right to do so is given in the certificate or a unanimous vote by the limited partners is taken. There being no certificate here and the partnership having taken only a two-thirds vote, Betz argues that his retirement pursuant to the agreement’s procedures must be invalidated and the business discontinued. His argument presents us with the question of the effect of a partnership agreement upon the relationship of the partners when a limited partnership certificate is not filed.
The purpose of the recording requirement is to provide notice to the firm’s creditors of a limited partner’s circumscribed liability.
Brown v. Brown,
15 Ariz. App. 333, 488 P.2d 689, 695 (Ariz.App.1971);
Klein
v.
Weiss,
284 Md. 36, 395 A.2d 126, 136 (Md.App.1978);
Holvey v. Stewart,
265
Or. 242, 509 P.2d 17, 18 (1973). When a certificate is not filed, most courts hold that a general partnership is formed, with each partner being fully liable for debts of the partnership.
See, e.g., Peerless Mills, Inc. v. American Telephone & Telegraph Co.,
527 F.2d 445, 448-49 (2d Cir.1975);
Klein v. Weiss,
395 A.2d 126 at 136;
Dwinell’s Central Neon
v.
Cosmopolitan Chinook Hotel,
21 Wash.App. 929, 587 P.2d 191,195 (Wash. App.1978). While a partner’s rights vis-a-vis a creditor may be affected, failure to record the certificate does not, in and of itself, alter the rights of a partner vis-a-vis other partners as set out in a partnership agreement.
Brown,
488 P.2d at 695;
Hoefer v. Hall,
75 N.M. 751, 411 P.2d 230, 233 (N.M.1965),
reh’g denied,
75 N.M. 756, 411 P.2d 233 (1966).
The failure to record the certificate, then, does not void the continuation requirements of the limited partnership agreement and the partners must be bound by the agreement in their relations among one another. The agreement here provides that upon notice by the general partners of their intent to continue the business, and a two-thirds vote of approval by the limited partners, the business may be continued. Thus, the requirements of AS 32.10.080 need not be followed. The record indicates that the vote to continue the partnership was taken in accordance with the procedures set forth in the partnership agreement. This being the case, the partnership may continue.
Betz next argues that the partnership agreement provides that the vote to continue may be taken only when a general partner dies, is incapacitated, or voluntarily retires. Because it does not expressly provide for continuance when a general partner is involuntarily retired, he argues that the partnership must be dissolved upon his retirement. This argument requires that we interpret the original agreement in light of its amendment. The original partnership agreement of August 1,1977 provided that, if a general partner voluntarily retired, the partnership would be dissolved unless the remaining general partners notified the limited partners of their intention to continue the business and two-thirds of the limited partners agreed to continuance.
These procedures did not include a means of continuing the business upon involuntary retirement of a general partner.
To set out the procedures for involuntary retirement of a general partner and to provide a measure for the outgoing partner’s interest, the partnership agreement was amended on December 31, 1978.
The amendment “amends and supplants” the 1977 agreement, but unfortunately does not specifically amend the original continuance procedures to provide for a continuance
vote upon the involuntary retirement of a general partner.
Given such an ambiguity in the agreement, the primary function of judicial interpretation should be to ascertain and give effect to the intent of the parties.
Wright v. Vickaryous,
598 P.2d 490, 497 (Alaska 1979);
Western Airlines, Inc.
v.
Lathrop Co.,
535 P.2d 1209, 1214 (Alaska 1975). Betz argues that this ambiguity prevents the application of the continuance procedures for voluntary retirement to his involuntary retirement. We disagree.
The purpose of the original continuance procedures was to provide a means of continuing the business should a general partner voluntarily retire.
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OPINION
BURKE, Chief Justice.
The Chena Hot Springs Group [CHS] owns and manages the Chena Hot Springs Resort. CHS is a limited partnership with three general partners, Mr. Betz, Mr. Kinn, and Mr. Cotting. Pursuant to procedures set out in the amended partnership agreement, Mr. Betz was voted out as a general partner on August 1, 1980. He now seeks to invalidate his forced retirement or to dissolve the partnership and apply a different valuation method in the buyout of his partnership interest. CHS seeks to uphold the retirement, to continue the business, and to enjoin Betz from communicating with its creditors.
Betz was personally liable for a significant amount of the debts incurred by CHS, and, as a result, he began communicating with CHS creditors to explain that he was no longer a partner and that the partnership would be dissolved because of his
retirement. The original complaint in this matter was initiated by CHS to enjoin Mr. Betz from communicating with its creditors and threatening its business interests. Mr. Betz counterclaimed to dissolve the partnership and to receive his partnership interest. Pending the outcome of the trial, the parties stipulated to a limitation on communication with creditors. On cross motions for summary judgment, the trial court ruled for CHS on all issues and enjoined Mr. Betz from communicating with CHS creditors. This appeal followed. We affirm.
I
In Alaska, a limited partnership is formed by meeting the prerequisites of AS 32.10.010.
The statute requires, among other things, that a limited partnership certificate be recorded before formation is considered complete. Betz first argues that, because the partnership failed to record the certificate, the requirements of AS 32.10.-
080
prevail over the provisions in the partnership agreement. AS 32.10.080 provides that the partnership may not be continued upon the retirement of a general partner unless the right to do so is given in the certificate or a unanimous vote by the limited partners is taken. There being no certificate here and the partnership having taken only a two-thirds vote, Betz argues that his retirement pursuant to the agreement’s procedures must be invalidated and the business discontinued. His argument presents us with the question of the effect of a partnership agreement upon the relationship of the partners when a limited partnership certificate is not filed.
The purpose of the recording requirement is to provide notice to the firm’s creditors of a limited partner’s circumscribed liability.
Brown v. Brown,
15 Ariz. App. 333, 488 P.2d 689, 695 (Ariz.App.1971);
Klein
v.
Weiss,
284 Md. 36, 395 A.2d 126, 136 (Md.App.1978);
Holvey v. Stewart,
265
Or. 242, 509 P.2d 17, 18 (1973). When a certificate is not filed, most courts hold that a general partnership is formed, with each partner being fully liable for debts of the partnership.
See, e.g., Peerless Mills, Inc. v. American Telephone & Telegraph Co.,
527 F.2d 445, 448-49 (2d Cir.1975);
Klein v. Weiss,
395 A.2d 126 at 136;
Dwinell’s Central Neon
v.
Cosmopolitan Chinook Hotel,
21 Wash.App. 929, 587 P.2d 191,195 (Wash. App.1978). While a partner’s rights vis-a-vis a creditor may be affected, failure to record the certificate does not, in and of itself, alter the rights of a partner vis-a-vis other partners as set out in a partnership agreement.
Brown,
488 P.2d at 695;
Hoefer v. Hall,
75 N.M. 751, 411 P.2d 230, 233 (N.M.1965),
reh’g denied,
75 N.M. 756, 411 P.2d 233 (1966).
The failure to record the certificate, then, does not void the continuation requirements of the limited partnership agreement and the partners must be bound by the agreement in their relations among one another. The agreement here provides that upon notice by the general partners of their intent to continue the business, and a two-thirds vote of approval by the limited partners, the business may be continued. Thus, the requirements of AS 32.10.080 need not be followed. The record indicates that the vote to continue the partnership was taken in accordance with the procedures set forth in the partnership agreement. This being the case, the partnership may continue.
Betz next argues that the partnership agreement provides that the vote to continue may be taken only when a general partner dies, is incapacitated, or voluntarily retires. Because it does not expressly provide for continuance when a general partner is involuntarily retired, he argues that the partnership must be dissolved upon his retirement. This argument requires that we interpret the original agreement in light of its amendment. The original partnership agreement of August 1,1977 provided that, if a general partner voluntarily retired, the partnership would be dissolved unless the remaining general partners notified the limited partners of their intention to continue the business and two-thirds of the limited partners agreed to continuance.
These procedures did not include a means of continuing the business upon involuntary retirement of a general partner.
To set out the procedures for involuntary retirement of a general partner and to provide a measure for the outgoing partner’s interest, the partnership agreement was amended on December 31, 1978.
The amendment “amends and supplants” the 1977 agreement, but unfortunately does not specifically amend the original continuance procedures to provide for a continuance
vote upon the involuntary retirement of a general partner.
Given such an ambiguity in the agreement, the primary function of judicial interpretation should be to ascertain and give effect to the intent of the parties.
Wright v. Vickaryous,
598 P.2d 490, 497 (Alaska 1979);
Western Airlines, Inc.
v.
Lathrop Co.,
535 P.2d 1209, 1214 (Alaska 1975). Betz argues that this ambiguity prevents the application of the continuance procedures for voluntary retirement to his involuntary retirement. We disagree.
The purpose of the original continuance procedures was to provide a means of continuing the business should a general partner voluntarily retire. The purpose of the amendment was to provide for the involuntary retirement of a general partner. The intent of the parties to permit continuation of the partnership upon involuntary retirement is clear. Had the firm intended automatic dissolution upon a general partner’s involuntary retirement, the elaborate buyout provisions in the amendment would have been unnecessary. The provisions comprehend only one intention: that the partnership would continue and the remaining partners would purchase the retiring partner’s interest. A court should not interpret an agreement in a manner which would give meaning to one part of an agreement at the cost of annulling another part.
McBain v. Pratt,
514 P.2d 823, 828-29 (Alaska 1973). To accept Betz’s reasoning here would be to annul the buyout provisions which clearly contemplate continuance of the partnership.
Betz also argues that the partnership did not show reasonable cause to retire him and, therefore, the retirement decision should be invalidated. The partnership agreement, as amended, does not require that reasonable cause be shown in a retirement vote. Rather, the agreement permits the majority general partners to involuntarily retire a general partner if they determine it to be in the “best interest” of the firm, provided two-thirds of the limited partners approve the decision.
Betz would have us imply a reasonable cause requirement. It is common and acceptable, however, for a partnership to permit retirement without a showing of reasonable cause.
Gelder Medical Group v. Webber,
41 N.Y.2d 680, 394 N.Y.S.2d 867, 363 N.E.2d 573, 576 (N.Y.Ct.App.1977). As with other business management decisions, the determination to retire a partner properly lies with the judgment and control of the general partners. Necessarily, such a decision is predicated upon the weighing and balancing of disparate considerations to which the court does not have access. Absent bad faith, breach of a fiduciary duty, or acts contrary to public policy, we will not interfere with the management decisions of the firm.
Betz next argues that CHS improperly valued his partnership interest upon his retirement and seeks fair market valuation. We disagree. The amendment to the partnership agreement explicitly provides for the valuation of a partnership interest upon a general partner’s involuntary retirement, stating that “[t]he general partners desire to specify the price to be paid a retiring ... general partner, and avoid the necessity of further agreement.”
The method selected
does not permit fair market valuation. Rather, the firm used a formula based on original value of the partnership interest, for which a partner took out a promissory note, repaying the partnership by performing management services. Applying this formula, the firm determined Betz’s interest to be a paid limited partnership interest worth $55,692.80 which was freely alienable at a potentially higher market value. Betz has provided no valid reason why he should not be bound by these explicit provisions. The valuation method does not appear to be applied in bad faith, has not been shown to have achieved an unconscionable result, and is otherwise not contrary to public policy.
See Gelder Medical Group v. Weber,
41 N.Y.2d 680, 394 N.Y.S.2d 867, 363 N.E.2d 573 (N.Y.1977). We therefore decline to interfere with the agreement between the parties and hold that Betz must be bound by the agreement’s valuation provisions.
II
After his involuntary retirement, Betz sought to inform CHS creditors that he was no longer a partner of CHS and that CHS would be dissolved. Ostensibly, his motivation was to prevent personal liability for debts of the firm which he incurred. The trial court enjoined him from making such communications.
He argues on appeal that the injunction operates as a prior restraint on his right to free speech and seeks the injunction’s removal.
We recognize that the injunction may be characterized as a prior restraint on Betz’s right to free speech. We also are aware that CHS has a remedy at law by seeking
damages if its business interests are actually injured.
We conclude, however, that the trial court acted properly. Betz is personally liable on debts he incurred while acting as a general partner and notice to creditors of his retirement is insufficient to cut off liability.
Detrio v. United States,
264 F.2d 658, 661 (5th Cir.1959);
Martinez v. McGregor-Doniger Inc.,
173 A.2d 221, 221-22 (Ct.App.D.C.1961);
Texas Co. v. Genetski,
291 Mich. 569, 289 N.W. 257, 258 (Mich.1939). The business is apparently healthy and it is unlikely creditors would need to look to Betz for compensation. And, as decided above, the partnership may be continued and any statement by Betz that his retirement would force dissolution would be false.
Looking at the nature of the speech itself, we do not consider it to be speech which is personal, artistic, or political, or speech which involves issues of public concern around which lively debate should take place. We consider the injunction narrowly drawn, as it only prevents communication to creditors regarding liability for debts or the possible dissolution of the partnership. The injunction does not require active supervision of the court or necessitate undue intervention into personal lives of those affected by the injunction. Also, the speech could easily damage the business interests of CHS by negatively affecting its credit rating, its ability to attract investors, and its ability to otherwise carry on its business. A damage remedy based on such injury would necessarily be difficult to measure. To permit Betz to continue with such injurious speech would only encourage further litigation.
For these reasons, we conclude that the trial court did not abuse its discretion in granting the injunction.
See Douglas v. Beneficial Finance Co. of Anchorage,
469 F.2d 453, 454 (9th Cir.1972);
State of Alaska v. Garter,
462 F.Supp. 1155, 1158 (D.C. Alaska 1978);
Powell v. City of Anchorage,
536 P.2d 1228, 1229 n. 2 (Alaska 1975). We also conclude that the trial court’s grant of summary judgment was correct. There were no genuine issues of material fact to be litigated and CHS was entitled to judgment as a matter of law.
See Whaley v. State,
438 P.2d 718, 720 (Alaska 1968).
The judgment of the superior court is AFFIRMED.
