Christopher Vecchitto, a partner in Vecchitto Lemon Ice (partnership) (plaintiffs), filed a lawsuit individually and on behalf of the partnership against two other partners (defendants). Vecchitto alleged that the other partners had breached the partnership agreement by improperly transferring interests in the partnership and introducing new persons into the partnership without the requisite consent. The defendant partners argued that the partnership lacked standing to bring the lawsuit because the partnership was not authorized to bring a lawsuit without the consent of all partners. The defendant partners argued that under state law, a partnership act that falls outside of the ordinary course of a partnership’s business could only be done with the consent of all partners. The partnership agreement was silent on the issue of whether the partnership could file a lawsuit and whether all partners must give consent to the lawsuit. The defendant partners moved to dismiss the complaint.