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General Statutes § 34-335(j) provides that there must be consent of all of the partners regarding acts outside of the partnership's ordinary course of business. There is no statutory authority that states that when an individual partner feels that the partnership is going in a direction other than what is described in the partnership agreement, despite objections from the other partners, that individual partner can file a lawsuit on behalf of the partnership against the other partners.
Plaintiff partner filed an 18-count complaint against defendants, including two of the three other partners in the partnership. Half of the counts were filed on behalf of the partnership. Defendants argued that the counts brought on behalf of the partnership had to be dismissed because the partnership did not authorize such action, but rather plaintiff partner brought the action on behalf of the partnership without the partnership's approval. The partnership agreement was silent as to the filing of a lawsuit or what had to be done given the circumstances of the instant case.
Did the plaintiff partner have standing to bring the instant suit against defendants on behalf of the partnership?
In granting defendant' motion to dismiss, the court held that General Statutes § 34-355(j) required that acts outside of the ordinary course of business could be undertaken only with the consent of all of the partners. The court held that filing a lawsuit was not within the ordinary course of the partnership's business. The court concluded that plaintiff partner lacked standing to bring litigation on behalf of the partnership against defendants because the required consent of all of the partners to commence the litigation had not been given.