Della Ratta v. Larkin

In 1969 the Trinity Joint Venture Limited Partnership (Trinity) was formed. In 1974 Trinity admitted Joseph M. Della Ratta (defendant) as a general partner, and in 1981 he became the sole general partner. Trinity had a total of 13 limited partners. Later, the partnership agreement was amended to change the name of the partnership to East Park. East Park developed a shopping center, and a mortgage was taken out on the shopping center. On March 1, 2002, Della Ratta informed East Park’s limited partners that a loan was due February 2, 2003, and that each limited partner would be required to contribute to the repayment because East Park did not have enough cash reserves to make the payment. On March 15, 2002, Barbara Larkin, Valeri Sass, Rosemary Krupnick, and the Charles K. Helferstay Residuary Trust (collectively, the withdrawing partners) (plaintiffs) wrote to Della Ratta, stating that they were withdrawing from the partnership pursuant to the Revised Uniform Limited Partnership Act (RUPLA) §10-603(b) and providing the required six months’ notice of their withdrawal, which would be effective on September 29, 2002. In response, Della Ratta argued that RUPLA was inapplicable because the partnership agreement specified when the withdrawing partners could withdraw. The withdrawing partners disputed Della Ratta’s claim, and on May 24, 2002, they filed a complaint in the circuit court, seeking declaratory judgment that they had properly withdrawn from East Park. Furthermore, the withdrawing partners sought an injunction barring enforcement of the capital call claimed due on September 1, 2002. The circuit court ruled in favor of the withdrawing partners, declaring that the withdrawing partners had a statutory right to withdraw from East Park. The remaining limited partners filed a separate appeal to the court of special appeals and then filed a petition for writ of certiorari to the court of appeals.