Limited Partnership Dissolution. Elfon Realty Co was a limited ...

[fox]

Limited Partnership Dissolution. Elfon Realty Co was a limited partnership in which Harry Macklowe was the sole general partner and 42nd Street Development Corp was the sole limited partner. The limited partner assigned its right to receive partnership distributions to a third party, in violation of the express conditions of the partnership agreement. In the litigation that followed, a central issue was whether 42nd Street Development Corp should be entitled to an accounting in view of the fact that it had breached the partnership agreement. Discuss fully whether 42nd Street's assignment was sufficient misconduct to bar it from an accounting of partnership assets and profits.

Question 2

If an agent is discovered to be representing conflicting interests, she has violated her duty of loyalty.
 a. True
  b. False
  Indicate whether the statement is true or false

[gcook]

Answer to Question 1

Limited partnership dissolution
The court held that limited partners are entitled to an accounting but that this right was qualified. Under partnership law, a limited partner is entitled to an accounting only when circumstances render it just and reasonable. In the circumstances of this case, because litigation against the limited partner was under way, the court determined that the limited partner's misconduct was sufficient to bar the limited partner from viewing documents. Further, the court stated that a party may not seek, through discovery, the ultimate relief sought on the merits of its action for an accounting.

Answer to Question 2

TRUE

[fox]

Gracias!

[kthug]

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