Limited Partnership Dissolved at the Request of Transferees of Limited Partners

4 Min Read By: Thomas E. Rutledge

IN BRIEF

  • A recent case found that the assignees of limited partners had standing to enforce a provision of the partnership’s limited partnership agreement.
  • The court held that the assignees suffered an injury-in-fact sufficient to give them standing to ask the court to enforce the partnership agreement.
  • The decision is concerning in that the court is allowing nonparties to an agreement to insist upon its enforcement.

In a recent decision from Minnesota, a limited partnership was ordered to be dissolved in an action brought by the assignees of the limited partners. Storeland v. Nordic Townhomes Limited Partnership, A18-1564, 2019 WL 1983500 (Minn. Ct. App. May 6, 2019).

Nordic Townhomes was originally organized with three limited partners and three general partners. With the passage of time, all of the original limited partners died. No new limited partners were admitted, and the heirs of the various limited partners became transferees of their respective interests in the partnership. The partnership agreement of Nordic Townhomes and the present situation were summarized by the court as:

[O]nce Nordic did not have any limited partners, the partnership was to dissolve, liquidate, and cease doing business. Despite the fact that Nordic does not have any limited partners, it continued to exist as an entity and conduct business.

The plaintiffs, they being some of the transferees of now deceased limited partners, filed a complaint seeking that Nordic Townhomes wind up its business, satisfy its debts and obligations, and distribute the net proceeds to those holding the economic rights in the partnership. The limited partnership responded by claiming that the plaintiffs did not have standing to seek either judicial or nonjudicial dissolution of the partnership on the basis that they were neither limited or general partners. The trial court granted the plaintiffs’ summary judgment, in effect finding that they could enforce the provision of the limited partnership agreement with respect to the partnership’s dissolution. This appeal followed.

Applying an “injury-in-fact” paradigm, the Minnesota Court of Appeals found that the assignees of the limited partners had standing to enforce that provision of the limited partnership agreement directing that the partnership be dissolved upon having no limited partners:

Here, respondents suffered an injury-in-fact sufficient to give them standing to ask the district court to enforce the partnership agreement. The partnership agreement is clear: Nordic was to be dissolved when there were no longer any limited partners. That process involves liquidating assets, and respondents are entitled to their share of any profits remaining once partnership obligations are resolved. See Minn. Stat. § 321.0702(b)(2) (2018) (stating that “upon the dissolution and winding up of the limited partnership’s activities [a transferee is entitled to] the net amount otherwise distributable to the transferor”). Because respondents are entitled to their share of that money, and because Nordic refused to take steps to dissolve the partnership and liquidate assets, respondents suffered an injury-in-fact sufficient to confer standing.

Further rejecting the claim that the court was allowing a nonpartner to move for judicial dissolution, the court observed that, “respondents’ action is more properly characterized as seeking enforcement of the partnership agreement rather than seeking judicial dissolution of the partnership. And because we conclude that respondents have standing because they suffered an injury-in-fact, respondents do not need a statutory basis to have standing.” Still on that same point, the court wrote:

[T]he partnership agreement clearly states that Nordic was to be dissolved when there were no limited partners. Accordingly, as transferees, respondents had standing to ask the district court to enforce the partnership agreement and the district court correctly required Nordic to follow the partnership agreement’s mandate of dissolution and liquidation.

Finally, although our opinion rests on our application of the law, we observe that adopting Nordic’s position could effectively result in no one having standing to seek enforcement of the partnership agreement. We do not discern the Minnesota law leaves transferees like respondents without redress in cases where remaining general partners fail to abide by the partnership agreement.

I find this decision somewhat troubling. Yes, all the court is doing is enforcing the agreement, but it is enforcing the agreement on behalf of persons who are not parties to it. As transferees of economic interests in the limited partnership, the plaintiffs in this action have no right to participate in the limited partnership’s management. Although the original limited partners would have been parties to the limited partnership agreement and in that role had the capacity to bring an action for its enforcement, that right did not devolve to the transferees upon the deaths of the limited partners. They are not parties to the limited partnership agreement, and for that reason an “injury-in-fact” paradigm fails; the failure of strict compliance with the limited partnership agreement gave no rise to an injury in the transferees because they were never parties to that agreement to begin with. In effect, the court is allowing nonparties to an agreement to insist upon its enforcement. What about the requirement of privity before bringing an action for enforcement? What about the provision of the Minnesota Limited Partnership Act (Minn. Code § 321.0702(a)(3)) that provides a transferee has no right to participate in the partnership’s management?

ABOUT THE AUTHOR

Louisville, KY

Thomas E. Rutledge

Tom is a Member in Stoll Keenon Ogden’s Louisville office and has been with the firm since 1990. He is a member of the Business Services practice with a focus on Mergers & Acquisitions and…

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