Ellis v. La Val Enterprises Ltd.
Ellis v. La Val Enterprises Ltd., 2022 UT App 133 (Harris, J.)
Contracts, Partnerships, Statutory Interpretation
In 1996, Husband and Wife created a limited partnership, with themselves as general partners and their children as limited partners, and they conveyed the family farm into the partnership. After Husband passed away, Wife signed a contract giving one of the children and his spouse an option to purchase the farm at a set price. After Wife’s death, the other children sued under post-2013 Utah partnership law requiring general partners to obtain the consent of limited partners before selling all or substantially all of a partnership’s property. The district court granted partial summary judgment. On an interlocutory appeal, the Utah Court of Appeals reversed, holding:
- The language of the partnership agreement was governed by contract under the 1996 version of Utah partnership law, so the 2013 amendments had no effect on the general partners’ rights under the agreement. The plain language of the agreement gave the general partners the power to sell or dispose of assets without consent of the limited partners.