Alizio v. Perpignano

*724The plaintiff was a former general partner of the defendant New Haven Plaza Associates (hereinafter New Haven), a New York general partnership. In October 1980, New Haven became a limited partnership when its seven general partners entered into investment and partnership agreements with the defendant Real Estate Associates Limited II (hereinafter Real II), pursuant to which Real II was to make certain installment payments directly to the seven former general partners and capital contributions to the newly-formed limited partnership. The final payment was made by Real II at a closing, at which…