Panakosta Partners, LP v. Hammer Lane Management, LLC

In Panakosta Partners, LP v. Hammer Lane Management, LLC (2011) 199 Cal.App.4th 612, limited partners in a partnership filed an action. The plaintiffs filed suit against other limited partners and sought judicial dissolution of the partnership as well as declaratory and injunctive relief. (Id. at p. 618.) While the suit was pending, one of the defendants filed a proceeding under a new case number. The new lawsuit sought to buy out the plaintiffs' partnership interests; the appointment of appraisers; and a stay of the related dissolution proceeding. (Id. at p. 621.) The plaintiffs then dismissed with prejudice their claim for dissolution of the partnership. (Ibid.) The trial court denied the defendants' motion for appointment of appraisers and stay of the related case. Among other things, the trial court ruled that the request for dissolution, which was the condition precedent for the buyout, had been dismissed. (Ibid.) The Court of Appeal affirmed the trial court's rulings. At issue was the application of section 15908.02. Section 15908.02 is substantially the same as section 2000. Section 15908.02, subdivision (b) provides, "In any suit for judicial dissolution, the other partners may avoid the dissolution of the limited partnership by purchasing for cash the partnership interests owned by the partners so initiating the proceeding (the 'moving parties') at their fair market value." The Court of Appeal held: "The right of buyout under section 15908.02 is dependent upon a cause of action for judicial dissolution. A request for buyout under section 15908.02 does not constitute a cause of action independent from a judicial dissolution action. Instead, a buyout represents an alternative to winding up a business when 'it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.' ( 15908.02, subd. (a).) ... ... Without a pending judicial dissolution action, the trial court was without jurisdiction to allow the buyout petition to proceed." (Panakosta, supra, 199 Cal.App.4th at pp. 634-635.)