Cronin v. College Oak Equities Associates

Business Law

New York Law Journal

Justice Bucaria
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Plaintiff purchased in 1979 a "limited partnership [u]nit" in a partnership formed pursuant to a subscription agreement. The unit provided plaintiff with a 5 percent equity interest in the partnership. In 2005 defendants notified the limited partners of their desire to repurchase all limited partnership units. Plaintiff refused to sell his unit. By letter the partnership announced a merger with another entity, and the letter contained a copy of the merger plan and the agreement. Plaintiff rejected the proposal via letter. The merger was subsequently completed. Plaintiff sought a declaratory judgment that the merger was invalid under the original subscription agreement. The court concluded that there was no requirement in the subscription agreement for unanimous approval of a merger by the partners. It further determined that the Revised Limited Partnership Act permitted the actions taken by the partnership. Accordingly, plaintiff's motion was denied.