Star Cellular Telephone Co., Inc. v. Baton Rouge CGSA, Inc.

Baton Rouge CGSA Inc. (Baton Rouge) (defendant), a wholly owned subsidiary of BellSouth Mobility Inc. (BellSouth) incorporated in Georgia, was the general partner of Baton Rouge MSA Limited Partnership (the partnership), a Delaware limited partnership. Star Cellular Telephone Company, Inc. (Star) and Capitol Cellular, Inc. (Capitol) (plaintiffs) were limited partners of the partnership. The partnership’s limited-partnership agreement contained a non-assignment clause that prohibited the general partner from transferring its interest in the partnership without providing written notice to the other partners and obtaining the other partners’ unanimous consent. Without providing written notice to or obtaining the consent of the other partners, Baton Rouge merged with two BellSouth subsidiaries and changed its name to Louisiana Inc. (defendant), which became the surviving entity. Consequently, Louisiana Inc. gained control over some of the partnership’s important assets. Star and Capitol sued Baton Rouge and Louisiana Inc., alleged that the merger constituted an impermissible transfer under the limited-partnership agreement, and sought an order compelling Louisiana Inc. to transfer the assets in question to Capitol. Baton Rouge and Louisiana argued that the merger did not constitute an impermissible transfer. The parties filed cross motions for summary judgment.