Tenants' Development Corporation & Another v. Amtax Holdings 227, LLC, & Others

Summary

The court affirmed summary judgment resolving two contract-interpretation questions in favor of the nonprofit general partner. It held that the investor limited partner's consent was not required for preliminary steps toward a sale or for the nonprofit's exercise of its right of first refusal, although consent would be required to consummate a sale; it also held that the limited partners' exit taxes were attributable to the sale and had to be included in the debt-plus-taxes purchase price. Because the proposed purchase price was incorrect and the recorded notice accurately described the investor's consent rights, the plaintiffs' remaining claims and the defendants' counterclaims failed.