Frame v. Maynard

922 N.Y.S.2d 48 (2011)

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Frame v. Maynard

New York Appellate Division Court
922 N.Y.S.2d 48 (2011)

  • Written by Robert Cane, JD

Facts

Alexander Frame (plaintiff) and Kenneth Maynard (defendant) were general partners of a limited partnership, which owned and operated a building. Eventually, Frame resigned as general partner and conveyed his interested in the underlying land to the partnership in return for 20 percent net proceeds from any future sale or refinancing of the partnership’s property. The rest of the proceeds were to be split 25 percent and 75 percent to the general partner and limited partners, respectively. At some point, Maynard offered to buy out the limited partners. Maynard, as general partner, provided all financial information on the partnership property for the limited partners’ consideration of Maynard’s offer. Maynard failed to disclose that he was in the midst of negotiating a new mortgage loan for the partnership property. The valuation contemplated in the loan negotiations was much higher than the valuation Maynard offered the limited partners ($2.2 million as opposed to $650,000–850,000). The limited partners accepted Maynard’s offer to buy them out without knowledge of the potential loan and higher appraisal value. Frame and the limited partners sued Maynard for breach of fiduciary duty. The trial court found that Maynard breached his duty. Maynard appealed to the New York Appellate Division Court.

Rule of Law

Issue

Holding and Reasoning ()

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