Marc Malfitano and seven others formed Poughkeepsie Galleria as a partnership to own and manage a shopping mall in New
Marc Malfitano and seven others formed Poughkeepsie Galleria as a partnership to own and manage a shopping mall in New York. The partnership agreement stated that “all decisions to be made by the Partners shall be made by the casting of votes” with “no less than fifty-one percent” of the partners “required to approve any matter.” The agreement also provided that the partnership would dissolve on “the election of the Partners” or “the happening of any event which makes it unlawful for the business . . . to be carried on.” Later, Malfitano decided to dissociate from the firm and wrote to the other partners, “I hereby elect to dissolve the Partnership.” Did Malfitano have the power and the right to dissociate from Poughkeepsie Galleria? Could he unilaterally dissolve the partnership? Can the other partners continue the business? Which, if any, of these actions violate the partnership agreement? Discuss. [Congel v. Malfitano, 31 N.Y.3d 272, 76 N.Y.S.3d 873, 101 N.E.3d 341 (2018)] (See Dissociation and Termination.)
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