Brannock Berman & Seider Helps Secure Summary-Judgment Affirmance in Complex Business Dispute

The Second District Court of Appeal upheld a trial court’s interpretation of a partnership agreement, siding with arguments from Brannock Berman & Seider and several other law firms that the agreement’s language unambiguously controlled the transfer of a deceased partner’s interest in the company.

The case arose following the death of one of the two managing partners in a successful real-estate development and construction company. That partner’s wife, an interior designer who collaborated with her husband on many of the company’s projects, acquired his ownership interest and began participating in management decisions. But the other partner then began to object to her participation and claimed to be the sole managing partner, leading to this dispute.

The trial court ruled on summary judgment that the partnership agreement controlled this situation and authorized the deceased partner’s interest to pass to his wife. The other partner appealed, arguing that his consent was required before the wife could be substituted as a managing member. The Second District rejected the appeal, issuing a per curiam affirmance for the wife and upholding her interest in the company.