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eBook details

• Title: Jry Corporation & Others v. Edward G
• Author : Appeals Court of Massachusetts
• Release Date : January 30, 1984
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 86 KB

Description

Where two partnership agreements provided that the right of limited partners to amend the agreements could be lawfully exercised only after counsel for the partnerships had furnished a legal opinion that the exercise of such rights would not adversely affect either the limited liability of any limited partners or the partnerships' tax status, this requirement was not satisfied by the opinion of an attorney retained by a group of limited partners, representing a majority of the limited partnership units, who acted independently and without the knowledge of two of the partnerships' three general partners, a majority of whom, under the agreements, was necessary to the valid selection of the partnerships' attorney. [156-159] Amendments to two partnership agreements which were proposed by a group of limited partners controlling a majority of the limited partnership units and which purported to alter the existing control and operation of the partnerships by placing their management under the exclusive control of a managing general partner and, in effect, confining the two other general partners to strictly advisory functions, would violate restrictions in the partnership agreements which prohibited the limited partners from taking any action which would interfere with ""the control, conduct or operations of the Partnership and business"" by the general partners. [159-162]

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