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Rapoport v. 55 Perry Co.

Supreme Court of New York, Appellate Division
50 A.D.2d 54, 376 N.Y.S.2d 147 (1975)



Simon, Genia, and Ury Rapoport (the Rapoports) (plaintiffs) joined with Morton, Jerome and Burton Parnes (the Parnes) (defendants) to form a partnership. Paragraph 12 of the partnership agreement states that partners do not have authority to assign or sell partnership property, or to enter into an agreement that grants another person an interest in the firm without the written consent of a majority of the partners. Immediate family members of partners, however, could be granted an interest without consent. Paragraph 15 provides that when a partner dies, her heir steps into her shoes and is granted the same rights and obligations that the partner had. Without consulting other partners, Simon and Genia Rapoport assigned 10 percent of their partnership share to their two adult children and attempted to make them partners. The Parnes objected. The Rapoports sued the Parnes seeking a declaratory judgment that the partnership agreement permitted them to unilaterally add their adult children as full partners. Both sides moved for summary judgment. The trial court denied both motions.

Rule of Law


Holding and Reasoning (Tilzer, J.)

Dissent (Nunez, J.)

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