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WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN.

The Second Department, in a full-fledged opinion by Justice Dickerson, determined a “minority discount” should be applied to the share of a partnership awarded to a partner who wrongfully dissolved the partnership. The minority discount is appropriate where the partner did not exercise control over the partnership as a going concern. The court noted that the prohibition of a minority discount for minority corporate shareholders did not apply to partnerships:

… [T]his case does not involve a determination of the “fair value” of a dissenting shareholder's shares pursuant to Business Corporation Law §§ 623 and 1118, but rather, involves the determination of the “value” of the shares of a partner who has wrongfully caused the dissolution of a partnership pursuant to Partnership Law § 69(2)(c)(II). … [A]pplying a minority discount in the context of valuing a partnership interest “would not contravene the distinctly corporate statutory proscription (Business Corporation Law § 501[c]) against treating holders of the same class of stock differently, or undermine the remedial goal of the appraisal statutes to protect shareholders from being forced to sell at unfair values, or inevitably encourage oppressive majority conduct” … . Congel v Malfitano, 2016 NY Slip Op 03845, 2nd Dept 5-18-16

PARTNERSHIP LAW (WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXCERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN)/MINORITY DISCOUNT (PARTNERSHIP LAW, WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXCERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN)

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