California Court of Appeal

Where a limited partnership merges into a new entity, becoming a wholly owned subsidiary of that entity, and the interests of the limited partners are cashed out, while the general partner retains an equity interest in the postmerger entity, which then sells the assets of the limited partnership to third parties for more than they were valued for purposes of the cash out, any limited partner's claim against the general partner is individual rather than derivative in nature.

Appellate Information

• Decided 12/16/2003
• Published 12/16/2003

Judges

• MALLANO, J.

Court

• California Court of Appeal

Counsel

• For Appellant:
  
•  Fainsbert Mase & Snyder, Dennis A. Kendig;  Law Office of John A. Case, Jr., and John A. Case, Jr., Los Angeles, for Plaintiffs and Appellants.


• For Appellees:
  
• Browne & Woods, Eric M. George and Miles J. Feldman, Beverly Hills, for Defendants and Respondents.