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Law School Case Brief

Bauer v. Blomfield Co./Holden Joint Venture - 849 P.2d 1365 (Alaska 1993)

Rule:

Alaska Stat. § 32.05.220(a) provides that a conveyance by a partner of a partner's interest in the partnership does not by itself dissolve the partnership, nor as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions or to inspect the partnership books, but it entitles the assignee to receive in accordance with the assignee's contract the profits to which the assigning partner would otherwise be entitled.

Facts:

In 1986 Plaintiff William Bauer loaned $800,000 to Defendants Richard Holden and Judith Holden. To secure the loan, the Holdens assigned to Bauer "all of their right, title and interest" in a partnership known as Defendant Blomfield Company/Holden Joint Venture. The other four members of the partnership -- Chuck, Patricia and Tony Blomfield and Richard H. Monsarrat -- consented to the assignment. According to the consent document, their consent was given pursuant to Alaska Stat. § 32.05.220(a). The partners stopped making income payments to the assignee and instead, agreed to use the income to pay a commission to one partner. Plaintiff assignee sued the partnership and the individual partners, claiming that partnership profits were wrongfully withheld from him. The superior court granted summary judgment to the partnership and individual partners, and dismissed Bauer's complaint with prejudice.

Issue:

Is an assignee considered a partner to allow him to interfere in the management and administration of the partnership?

Answer:

No.

Conclusion:

The appellate court affirmed and held that the assignment of the right, title, and interest in the partnership did not make the assignee a partner, and he was not entitled to interfere in the management or administration of the partnership business or affairs, to require any information or account of partnership transactions, or to inspect the partnership books under Alaska law.

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