In 1985, Marc Malfitano and the members of the Poughkeepsie Galleria Company, represented by Robert Congel, formed a partnership to own and operate the Poughkeepsie Galleria Shopping Center. Malfitano was a general partner who owned a 3.08 percent interest in the partnership. 

In 2006, Malfitano sent a letter to the partnership informing them that he had decided to dissolve the partnership on his own accord. Malfitano claimed there had been a breakdown in relationships among the partners. The members of the partnership’s executive committee subsequently filed a suit against Malfitano in 2007, alleging that he had wrongfully decided to dissolve the partnership. During the following trial and appeal, Malfitano argued he was allowed to unilaterally dissolve the partnership because it was “at will.” However, the courts granted the plaintiff’s summary judgment on wrongful dissolution and breach of contract because the partnership agreement contained a provision in which dissolution could only occur after an affirmative vote by a majority of partners. 

Following the summary judgment rulings, the court then conducted a trial to determine the damages caused to the partnership by the wrongful dissolution. Malfitano appealed that court’s decision. What rights does a partner who wrongfully dissolved a partnership have according to the appellate court? What is “goodwill” in the context of this case and how did it affect the damages and awards?