Central States, Southeast & Southwest Areas Pension Fund v. Creative Development Co.

I respectfully dissent because (1) the Central States plaintiffs failed to establish the necessary factual basis under Louisiana partnership law to prove that Terry Smith was authorized to amend the Creative partnership contract so as to change the proportionate share of each partner’s capital interest and to transfer an interest in the capital of Creative to a third person; (2) under Louisiana law a partnership *424agreement is a simple contract, and the unanimous consent of the partners is required to amend the partnership contract; (3) the majority concedes that plaintiffs failed to prove that…