Louis Dreyfus Corp. v. ACLI International, Inc.

417 N.E.2d 562, 52 N.Y.2d 736, 436 N.Y.S.2d 268, 1980 N.Y. LEXIS 2844

• Court: New York Court of Appeals
• Decided: December 16, 1980
• Status: Published

Opinion

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be reversed, with costs, and the judgment of Supreme Court reinstated.

The reliance expressed at the Appellate Division on the merger clauses in the 1971 and 1972 written partnership agreements and on the absence from the oral partnership agreement of any express provision as to sharing of losses is misplaced. The merger clauses refer explicitly only to the subsidiaries and in no way bind their parent corporations, and a provision to share partnership losses under the oral partnership in the same ratio as partnership profits would readily be implied (cf. Partnership Law, § 40, subd 1). The evidence on the whole supports the detailed findings made by the trial court and its pivotal conclusion that there was an overarching oral partnership agreement among the parent corporations and their subsidiaries, in conformity with which the subordinate partnership between the subsidiaries pursuant to their written partnership agreements was the implementing instrumentality.

Chief Judge Cooke and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Meyer concur in memorandum.

Order reversed, etc.