Business Associations Keyed to Hamilton
Rapoport v. 55 Perry Co.
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The Rapoport (P) family entered into a partnership with the Parnes (D) family, creating 55 Perry Co. One of the provisions stated that, “No partner… shall have the authority… to sell, transfer, assign… his or her share in the firm… unless the same is agreed to in writing by a majority of partners… except for members of his immediate family who have attained majority, in which case no such consent shall be required,”. The Rapoport (P) family assigned a 10% interest to their adult children. The Parnes (D) family was consulted and the certificate of the partnership amended to include the 10% interest assigned. However, when the Rapoport’s (P) wanted to amend the certificate to also include their adult children as partners, the Parnes (D) refused. The Rapoport’s (P) filed suit contending that they had the right to assign interest to and make partners out of their adult children without the Parnes’ (D) consent. Both parties made a motion for summary judgment. The trial court found the agreement ambiguous, denied the motions, and stated that there was a triable issue of fact. The appellate court reviewed.
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