Brodsky v. Central Trust Co.

Order unanimously affirmed with costs. Memorandum: The court properly granted defendants’ cross motion for summary judgment. The limited partnership agreement provides in subdivision (a) of section 9.01 that a General Partner may transfer a partnership interest with the consent of the limited partners, "which consent will not be unreasonably withheld.” Subdivision (b) of the section provides, however, that "[a]ny person who acquires, in any manner * * * the interest * * * of a General Partner, shall not be a General Partner.” As provided by subdivision (c), he can become a General Partner only with the consent of the limited partners and there is no provision in subdivision (c) that the limited partners may not unreasonably withhold their consent. Thus, the limited partners were within their rights under the agreement to refuse to consent to the admission of a new General Partner whether or not their refusal was unreasonable. (Appeal from Order of Supreme Court, Monroe County, Wisner, J. —Summary Judgment.) Present—Denman, P. J., Pine, Law-ton, Boomer and Davis, JJ.