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Obert v. Environmental Research & Development Corp.

752 P.2d 924 (1988)

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Obert v. Environmental Research & Development Corp.

Washington Court of Appeals

752 P.2d 924 (1988)

Facts

Environmental Research & Development Corporation (ERADCO) (defendant) was the general partner of Campus Park Associates, a real-estate limited partnership with 28 limited partners (plaintiffs). The partnership agreement permitted the limited partners to remove the general partner and elect a successor with a majority vote of 66 percent. After several years without progress in the real-estate venture, 74.4 percent of the limited partners of Campus Park voted to remove ERADCO as general partner and to replace it with Pace Corporation. The limited partners filed suit, alleging misconduct and breaches of fiduciary duties by ERADCO. The limited partners sought to compel ERADCO to turn over control of the finances of Campus Park and to end all contractual liabilities to ERADCO under the partnership agreement. ERADCO argued that after its removal as general partner, dissolution was triggered because the Revised Uniform Limited Partnership Act (RULPA) supersedes the partnership agreement and requires unanimous approval of a successor general partner in order for the limited partnership to continue. The lower court found in favor of the limited partners and permitted them to continue the partnership with Pace Corporation as the substitute general partner. ERADCO appealed to the Washington Court of Appeals.

Rule of Law

Issue

Holding and Reasoning (Pekelis, J.)

Dissent (Ringold, J.)

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