General Holdings, Inc. v. Eight Penn Partners, L.P.

Summary

The court affirmed a declaratory judgment that General Holdings remained a general partner with management rights and that the purported transfer of limited-partner interests to Eight Penn was invalid. The partnership agreements required the consent of both general partners for a transfer, and the trial court reasonably found that the provision governing changes in general partners did not apply to the foreclosure sale that transferred control of General Holdings. The court reviewed the agreement's ambiguity de novo and the trial court's resulting factual findings for clear error.