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Congel v. Malfitano | 76 N.Y.S.3d 873, 101 N.E.3d 341 (2018)
In New York, an association of two or more persons carrying on a business for profit as co-owners constitutes a general partnership. Partners might execute a partnership agreement to address their rights and responsibilities. In Congel versus Malfitano, we explore the intersection of such agreements and state partnership law, particularly in regard to wrongful dissolution by a partner. Dissolution is the initial step in terminating a partnership.
Marc Malfitano and others formed a general partnership to own and manage a shopping mall. Their partnership agreement stated that the partnership would continue until dissolved either upon a decision by the partners or upon the occurrence of any event making continuation of the partnership’s business unlawful. The agreement specified that a decision by the partners meant a decision approved by at least fifty-one percent of partners.
Almost twenty years later, Malfitano, who held an approximately three percent partnership interest, wanted to withdraw from the partnership. When negotiations to buy him out failed, he sent a letter to the other partners stating that he was dissolving the partnership under New York partnership law, which allowed unilateral dissolution of an at-will partnership. But believing that Malfitano’s dissolution was wrongful, the other partners continued operating the business. And the partnership’s executive committee, which included Robert Congel, sued Malfitano on the partnership’s behalf, seeking damages for Malfitano’s wrongful dissolution and breach of the partnership agreement.
The trial court entered summary judgment in the partnership’s favor, holding that the partnership wasn’t an at-will partnership, and Malfitano’s dissolution was therefore wrongful and violated the partnership agreement. The appellate division affirmed, and Malfitano appealed to the New York Court of Appeals, the state’s highest court.In New York, an association of two or more persons carrying on a business for profit as co-owners constitutes a general partnership. Partners might execute a partnership agreement to address their rights and responsibilities. In Congel versus Malfitano, we explore the intersection of such agreements and state partnership law, particularly in regard to wrongful dissolution by a partner. Dissolution is the initial step in terminating a partnership.
Marc Malfitano and others formed a general partnership to own and manage a shopping mall. Their partnership agreement stated that the partnership would continue until dissolved either upon a decision by the partners or upon the occurrence of any event making continuation of the partnership’s business unlawful. The agreement specified that a decision by the partners meant a decision approved by at least fifty-one percent of partners.
Almost twenty years later, Malfitano, who held an approximately three percent partnership interest, wanted to withdraw from the partnership. When negotiations to buy him out failed, he sent a letter to the other partners stating that he was dissolving the partnership under New York partnership law, which allowed unilateral dissolution of an at-will partnership. But believing that Malfitano’s dissolution was wrongful, the other partners continued operating the business. And the partnership’s executive committee, which included Robert Congel, sued Malfitano on the partnership’s behalf, seeking damages for Malfitano’s wrongful dissolution and breach of the partnership agreement.
The trial court entered summary judgment in the partnership’s favor, holding that the partnership wasn’t an at-will partnership, and Malfitano’s dissolution was therefore wrongful and violated the partnership agreement. The appellate division affirmed, and Malfitano appealed to the New York Court of Appeals, the state’s highest court.
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