Guenther v. Fariss

Vista II is a limited partnership formed in 1986 by Hubertus and Tanya Guenther and the late Grant Groesbeck as general partners and Melvin Fariss as a limited partner. In this action for declaratory relief, the Guenthers obtained an order of summary judgment fixing their ownership interest in the limited partnership and its profits at 75 percent and Mr. Fariss' interest at 25 percent. Mr. Fariss appeals, contending the parties amended their limited partnership agreement after the death of Mr. Groesbeck to enlarge Mr. Fariss’ share of the partnership profits to 40 percent. We hold the…