Brodsky v. Central Trust Co.

Appellate Division of the Supreme Court of New York

Brodsky v. Central Trust Co.

195 A.D.2d 1028, 600 N.Y.S.2d 398

CourtAppellate Division of the Supreme Court of the State of New York

DecidedJuly 16, 1993

StatusPublished

This text of 195 A.D.2d 1028 (Brodsky v. Central Trust Co.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Brodsky v. Central Trust Co., 195 A.D.2d 1028, 600 N.Y.S.2d 398 (N.Y. Ct. App. 1993).

Pincite

Opinion

Order unanimously affirmed with costs. Memorandum: The court properly granted defendants’ cross motion for summary judgment. The limited partnership agreement provides in subdivision (a) of section 9.01 that a General Partner may transfer a partnership interest with the consent of the limited partners, "which consent will not be unreasonably withheld.” Subdivision (b) of the section provides, however, that "[a]ny person who acquires, in any manner * * * the interest * * * of a General Partner, shall not be a General Partner.” As provided by subdivision (c), he can become a General Partner only with the consent of the limited partners and there is no provision in subdivision (c) that the limited partners may not unreasonably withhold their consent. Thus, the limited partners were within their rights under the agreement to refuse to consent to the admission of a new General Partner whether or not their refusal was unreasonable. (Appeal from Order of Supreme Court, Monroe County, Wisner, J. —Summary Judgment.) Present—Denman, P. J., Pine, Law-ton, Boomer and Davis, JJ.

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Order unanimously affirmed with costs. Memorandum: The court properly granted defendants’ cross motion for summary judgment. The limited partnership agreement provides in subdivision (a) of section 9.01 that a General Partner may transfer a partnership interest with the consent of the limited partners, "which consent will not be unreasonably withheld.” Subdivision (b) of the section provides, however, that "[a]ny person who acquires, in any manner * * * the interest * * * of a General Partner, shall not be a General Partner.” As provided by subdivision (c), he can become a General Partner only with the consent of the limited partners and there is no provision in subdivision (c) that the limited partners may not unreasonably withhold their consent. Thus, the limited partners were within their rights under the agreement to refuse to consent to the admission of a new General Partner whether or not their refusal was unreasonable. (Appeal from Order of Supreme Court, Monroe County, Wisner, J. —Summary Judgment.) Present—Denman, P. J., Pine, Law-ton, Boomer and Davis, JJ.

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Bluebook (online)

195 A.D.2d 1028, 600 N.Y.S.2d 398, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brodsky-v-central-trust-co-nyappdiv-1993.