Legal Opinion
Appleton Acquisition v. National Housing Partnership
New York Court of Appeals
Decided March 18, 2008PublishedCited by 8 opinions
1Opinion of the Court
OPINION OF THE COURT
Graffeo, J.
When a limited partnership merges with another entity, Partnership Law § 121-1102 grants limited partners the right to receive the fair market value of their partnership interests. The primary issue in this case is whether the statute allows a challenge by a limited partner to be brought in an action for rescission or money damages on the grounds that the transaction was premised on fraudulent or illegal acts by the general partner. We hold that a limited partner who objects to a merger on these grounds must raise them in an appraisal proceeding under the…
2Cases cited8 opinions
- Kavanaugh v. . Kavanaugh Knitting Co.New York Court of Appeals · 1919
- Alpert v. 28 Williams Street Corp.New York Court of Appeals · 1984
- Lichtyger v. Franchard Corp.New York Court of Appeals · 1966
- Tzolis v. WolffNew York Court of Appeals · 2008
- Steinberg v. Amplica, Inc.California Supreme Court · 1986
3 more not listed; retrieve them via the Exa API.
3Cited by8 opinions
- Muller-Paisner v. Tiaa, Tiaa-Cref Enterprises, Inc.Court of Appeals for the Second Circuit · 2008
- Staffenberg v. Fairfield Pagma Associates, L.P.Appellate Division of the Supreme Court of the State of New York · 2012
- Emigrant Bancorp, Inc. v. Commissioner of Taxation & FinanceAppellate Division of the Supreme Court of the State of New York · 2008
- Balsam v. FioriglioAppellate Division of the Supreme Court of the State of New York · 2014
- Siony v. SiunykalimiAppellate Division of the Supreme Court of the State of New York · 2014
3 more not listed; retrieve them via the Exa API.