Nine minority partners each owned one-half of 1 percent of J&J Celcom, a partnership with AT&T, which
Question:
Nine minority partners each owned one-half of 1 percent of J&J Celcom, a partnership with AT&T, which owned the rest. AT&T, using its majority power, voted to buy out the minority partners. It offered each partner a price that was slightly higher than the price provided by a third party’s appraisal. Some of the partners accepted the offer, but others did not. AT&T then voted to dissolve the partnership, forcing the remaining minority partners to accept the appraisal price. Those partners sued. The trial court held for AT&T, and the minority partners appealed. The appeals court held that the price offered was the fair market price, but certified the following question to Washington State’s highest court: “Does a controlling partner violate the duty of loyalty to the partnership or to dissenting minority partners where the controlling partner causes the partnership to sell all its assets” to another party? How should the Washington Supreme Court answer this question? Why? [ J&J Celcom v. AT&T Wireless Services, Inc., 162 Wash.2d 102, 169 P.3d 823 (Sup.Ct. 2007)]
A legal form of business operation between two or more individuals who share management and profits. A Written agreement between two or more individuals who join as partners to form and carry on a for-profit business. Among other things, it states...
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Business Law Text and Cases
ISBN: 978-1111929954
12th Edition
Authors: Kenneth W. Clarkson, Roger LeRoy Miller, Frank B. Cross