1010342 — AFFIRMED. NO OPINION.

See Rule 53(a)(1) and (a)(2)(F), Ala. R.App. P.

1010525 — AFFIRMED. NO OPINION.

See Rule 53(a)(1) and (a)(2)(F), Ala. R.App. P.

HOUSTON, SEE, LYONS, BROWN, JOHNSTONE, HARWOOD, WOODALL, and STUART, JJ., concur.

(concurring in part and dissenting in part).

I respectfully dissent from affirming the trial court in its denying the removed general partner Eastside Development, Inc., a distributive share of the partnership assets. I join in Justice Lyons’s dissent on this issue. I concur in affirming the trial court in all of its other appealed rulings.

On Application for Rehearing

APPLICATION OVERRULED.

HOUSTON, SEE, BROWN, HARWOOD, and STUART, JJ., concur.

LYONS and JOHNSTONE, JJ., concur in part and dissent in part.

WOODALL, J., dissents.

(concurring in part and dissenting in part).

I respectfully dissent from overruling the application for rehearing insofar as it asks us to revisit the affirmance of the trial court in its denying the removed general partner Eastside Development, Inc., a distributive share of the partnership assets. In all other respects, I concur in overruling the application for rehearing.

LYONS, J., concurs.

(concurring in case no. 1010525 and dissenting in case no. 1010342).

I dissent from the majority’s decision to affirm the trial court’s judgment without opinion in case no. 1010342.

In 1982, a group of physicians from Medical Center East, Inc., a subsidiary of Eastern Health System, Inc. (“EHS”), and Eastside Development, Inc. (“Eastside”), formed a limited partnership known as Medical Plaza East, Ltd. (“the Partnership”), in which Eastside would serve as both limited partner and general partner. The Partnership was formed for the purpose of funding the construction of a professional office building. In forming the Partnership, the limited partners made capital contributions to the Partnership,1 and both the limited partners and the general partner executed a partnership agreement to govern the rights and duties of the partners.

The Partnership continued in its original form until 1996, when a majority of the limited partners, in compliance with the partnership agreement, voted to remove Eastside as general partner. Section 14.1(d) of the partnership agreement lists removal of the general partner as a specific event of dissolution of the limited partnership. However, § 14.2 allows the Partnership to avoid dissolution if the limited partners vote unanimously to reform the Partnership and to appoint a new general partner within 30 days of the removal of the previous general partner.2 The limited partners who were physicians attempted to use § 14.2 to appoint Medical Plaza East, POB, LLC (“the LLC”), as the new general partner. Eastside defeated this effort by voting as a limited partner to prevent reformation. Consequently, dissolution of the Partnership commenced. The physician limited partners then selected the LLC as the Partnership’s special liquidator for dissolution, as required by § 14.3 upon the removal of a general partner. After its appointment, the LLC began the dissolution of the Partnership. The litigation in this case began at that time.

The procedural history of the numerous claims, judgments, and appeals between *981996 and the present is extensive and complex. However, the scope of this dissent requires discussion of only the issues relevant to the present appeal. On November 14, 2000, the trial court entered an order concluding that Eastside was not entitled, as the former general partner, to a distribution of the Partnership assets from the liquidation, under its interpretation of § 14.3 of the Partnership Agreement.3 The trial court concluded that the partnership agreement did “not clearly address the issue of distribution of assets where the General Partner has been removed.” The trial court found that § 14.3 and § 8.3 “do not entitle a former General Partner to distribution at the time of dissolution.” Eastside and EHS appealed, arguing four issues, one of which is that § 14.3 and § 8.34 of the partnership agreement provide for distribution of Partnership assets to a removed general partner upon dissolution of the Partnership.

One might argue that § 14.2 provides authority for the conclusion that the drafters of the partnership agreement would have used the phrase “removed General Partner” in § 14.3 if they had intended the references to “the General Partner” in § 14.3 to include a removed general partner in the context of a right to participate in distribution of the proceeds upon dissolution. However, § 14.2, which describes what happens upon the removal of the general partner, does not consistently refer to a general partner who has been removed as a “removed general partner.” Section 14.2 refers to a removed general partner as simply “the General Partner” when dealing with the closely related issue of compensating a removed general part*99ner for its interest upon reformation. Consequently, § 14.2 is not authority for reading § 14.3 as excluding a removed general partner when the phrase “General Partner” is used in § 14.3.

One might point to the buyout provision applicable to a removed general partner on reformation, arguing that Eastside takes nothing because it made no capital contribution and, thus, because it did not invest originally as general partner, it therefore held no percentage of the value of the partnership in that capacity. From this, one might conclude that a removed general partner takes nothing on reformation and thus a similar result on dissolution under § 14.3 is defensible. I disagree. The partnership agreement cannot be interpreted to provide nothing to a removed general partner on reformation. Section 8.1 provides that, in the general allocation of profits, the limited partners are entitled to 95% of the profits and the general partner 5% of the profits until the limited partners recoup their capital contributions.5 At that point, the general partner is entitled to 20% of the profits. A removed general partner would thus hold at least a 5% interest, and at most, a 20% interest in the partnership. Upon reformation, pursuant to § 14.2, it would receive a percentage of fair market value “of the General Partner’s interest in the Partnership” based upon the status of the limited partners’ recoupment of contributions. To hold otherwise attributes to the drafters of the partnership agreement an intent to include a meaningless formula in § 14.2 for compensation of a removed general partner, because they are charged with knowledge that the partnership agreement did not require a capital contribution from the general partner.

The formula for payment to the general partner on dissolution under § 14.3 is essentially the same as previously outlined with reference to § 14.2. The general partner is entitled to 20% of excess value of the partnership after each limited partner has been made whole for his or her capital contribution. This scheme matches the provision for the distribution of profits in § 8.1. Under § 14.2 and § 14.3, the general partner, either removed or otherwise, shares to the same extent in a buyout under reformation, distribution, or dissolution.

I must therefore respectfully dissent from the majority’s affirmance of the trial court’s conclusion that, pursuant to § 14.3 of the partnership agreement, Eastside is *100not entitled to any distribution of profits upon the dissolution of the Partnership.

HOUSTON, JOHNSTONE, and WOODALL, JJ., concur.