Commercial Division Blog

Current Developments in the Commercial Divisions of the
New York State Courts
Posted: October 27, 2015

Partnership Formed for a Particular Undertaking Not Dissolvable at Will

On October 16, 2015, Justice Kornreich of the New York County Commercial Division issued a decision in Redel v. Redel, 2015 NY Slip Op. 31941(U), dismissing an action to dissolve a partnership, explaining:

As the Court of Appeals recently explained, pursuant to Partnership Law § 62(1)(b), in the absence of a definite term of duration or a particular undertaking to be achieved, a partnership is dissolvable at will by any partner. However, when the partnership was formed for a particular undertaking – that is, a specific objective or project that may be accomplished at some future time, although the precise date need not be known or ascertainable at the time the partnership is created – the partnership is not dissolvable at will. [T]he Court [of Appeals] held that the particular undertaking requirement is satisfied where the specific purpose of the partnership is the development and construction of a retail factory outlet center on an identified parcel of real property. Here, similarly, [the partnership’s] sole purpose is to serve as an investment vehicle for a 10% interest in the LP, an SPV formed to purchase, develop, and manage the Building. [The partnership], therefore, was formed for a particular undertaking. Hence, [it] is not dissolvable at will.

(Internal quotations and citations omitted) (emphasis added).

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