Day v. Stascavage

Opinion by

Judge CONNELLY.

This appeal involves a derivative lawsuit by limited partners challenging the sale of partnership property to a general partner at a price allegedly far below fair market value. Derivative lawsuits, whether filed by limited partners (as here) or by corporate shareholders, are two suits in one: the first against controlling officials to assert the entity's rights and the second on behalf of the entity. The entity may try to defeat the first suit and avoid the second by appointing a special litigation committee (SLC). Colorado courts do not review the substance of SLC…