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Home / Case Digests / Appellate Division, Fourth Dept. / Fourth Department — Partnership: Davies v. Jerry, et al.

Fourth Department — Partnership: Davies v. Jerry, et al.

Appellate Division, Fourth Department

Partnership

Estate’s Interests — Written Notice

Davies v. Jerry, et al.
CA 12-01903
Appealed from Supreme Court, Onondaga County

Background: The plaintiffs, co-executors of an estate, commenced an action for breach of contract, an accounting, and dissolution of an operating agreement the decedent and defendants had entered into as partners for a limited liability company. The company was formed for the purpose of acquiring undeveloped real property and developing a commercial subdivision for the construction and operation of hotels. The defendants’ moved for a declaration of the rights of the parties.

Ruling: The Appellate Division held that the decedent’s estate was required to give written notice of its intention to transfer the decedent’s membership interest. Further, while the operating agreement provided that the purchase price of a membership interest was to be based on the fair market value of the real property owned by the company, the company included in its assets value of the hotels presently existing on the real property. The company had transferred valuable real property in exchange for interests in hotels constructed on the transferred property.

Michael J. Longstreet of Longstreet & Berry for the plaintiffs-appellants; Suzanne M. Messer of Bond, Schoeneck & King for the defendant-respondent Madelyne Jerry; Daniel R. Seidberg for the defendant-respondent Gulf & Western Aero Development LLC