Northeast Communications of Wisconsin, Inc. v. CenturyTel, Inc.

In 1989, five companies formed Wisconsin RSA # 10 L.P. (partnership) to provide cellular communication services in Wisconsin. Those companies were Casco Telephone (Casco), Universal Cellular (Universal), Northeast Communications (Northeast) (plaintiff), Lakefield Communications (Lakefield), and Wayside Telecom (Wayside). The limited-partnership agreement conferred certain rights of first refusal. Section 11.1 stated that before any partner could sell its partnership interest, any of the other partners had the right to purchase the interest. However, section 11.3 stated that any transfer of partnership interests between Northeast and Wayside did not give the other three companies a right to purchase the interests being transferred. Additionally, section 11.5 stated that Casco, Universal, and Lakefield could transfer their partnership interests to their affiliates at any time. It also stated that if Casco, Universal, Lakefield, or their affiliates transferred a partnership interest to each other or each other’s affiliates, then Casco, Universal, or Lakefield had the option to purchase the interest being transferred or any portion of that interest. It then stated that if the interest was not purchased by Casco, Universal, or Lakefield, then the interest was subject to purchase by the other partners, namely Northeast and Wayside. When the partnership was formed, Universal’s parent company was Alltel Corporation. Alltel was later acquired by CenturyTel Wireless, Inc. (CenturyTel) (defendant). Northeast argued that the change in ownership triggered section 11.5. Further, because Casco was no longer a partner and Lakefield had not purchased Universal’s interest, Northeast claimed that section 11.5 gave it the right to purchase Universal’s interest. Universal refused to sell, arguing that the change to its parent company did not trigger section 11.5. When Northeast sued CenturyTel to force a sale, the district court held in CenturyTel’s favor. Northeast appealed.