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PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP).

The Court of Appeals, in a comprehensive opinion by Judge Fahey, over a two-judge partial dissenting opinion, determined that the defendant’s attempt to dissolve a partnership violated the partnership agreement, the plaintiffs were not entitled to attorney’s fees, the reduction for goodwill was supported by the record, the lack-of-marketability discount issue was not preserved, and the minority discount was applicable. The dissent agreed with everything except the applicability of the minority discount:

… [Parties to a partnership agreement generally have the right to contract around a provision of the Partnership Law, provided of course they do so in language that is “clear, unequivocal and unambiguous”… . No particular magic words need be recited, provided that the parties’ intent is clear.  * * *

Here, the Agreement stated that the Partnership “shall continue until it is terminated as hereinafter provided,” and, in a subsequent provision, stated that the Partnership would dissolve upon “[t]he election by the Partners to dissolve the Partnership” or “[t]he happening of any event which makes it unlawful for the business of the Partnership to be carried on or for the Partners to carry it on in Partnership.” The partners clearly intended that the methods provided in the Agreement for dissolution were the only methods whereby the partnership would dissolve in accordance with the Agreement, and by implication that unilateral dissolution would breach the Agreement. In other words, the Agreement contemplated dissolution only in two instances, leaving no room for other means of dissolution that would be in accordance with its terms. * * *

We conclude … that to award fees to plaintiffs would be to contradict New York’s well-established adoption of the American Rule that “the prevailing litigant ordinarily cannot collect . . . attorneys’ fees from its unsuccessful opponents” … . Contrary to Supreme Court, the standard is not which party was “more responsible” for the litigation. Attorneys’ fees are treated as “incidents of litigation” … . * * *

A minority discount is a standard tool in valuation of a financial interest, designed to reflect the fact that the price an investor is willing to pay for a minority ownership interest in a business, whether a corporation or a partnership, is less because the owner of a minority interest lacks control of the business. Congel v Malfitano, 2018 NY Slip Op 02119, CtApp 3-27-18

PARTNERSHIP LAW (PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))/DISSOLUTION OF PARTNERSHIP (PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))/ATTORNEYS (ATTORNEY’S FEES, PARTNERSHIP LAW, PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))/GOODWILL REDUCTION (PARTNERSHIP LAW, PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))/LACK OF MARKETABILITY DISCOUNT (PARTNERSHIP LAW, PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))/MINORITY DISCOUNT (PARTNERSHIP LAW, PURPORTED DISSOLUTION OF THE PARTNERSHIP VIOLATED THE PARTNERSHIP AGREEMENT, PLAINTIFFS NOT ENTITLED TO ATTORNEY’S FEES, GOODWILL REDUCTION SUPPORTED BY THE RECORD, MINORITY DISCOUNT APPLIED (CT APP))

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