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mprjug6
mprjug6
25.04.2020 • 
Business

Do not rewrite the case, simply submit your 100 response.

Shirley Lach and Lynwood Wiseman formed Man O' War Limited Partnership. Robert Miller and Wiseman were the general partners, and Lach was one of the limited partners. Miller discovered he was terminally ill. He asked Lach to agree to Wiseman, Jeffery Mullens,(brother-in law of Robert Miller), and Jonathan Miller (son of Robert Miller) as the new general partners. Under the partnership agreement, new general partners could not be added without the consent of all partners. Lach objected as the proposal would permit the Miller family, which owned less than Lach's individual interest, to manage and control the business. Miller and Wiseman restructured the business form of the partnership to eliminate the necessity of acquiring Lach's consent to the proposed management change. By forming Man O' War Limited Liability company and transferring the partnership's interests and assets in the proportions of their previous partnership ownership, they set up an entity run by a majority vote of the owners. The initial managers were Wiseman, Jonathan Miller, and Mullens. They dissolved the partnership. Unless a partner signed the documents validating the restructuring, that partner would have no voting rights in the LLC. Lach refused to sign. Records of the partnership's attorney showed the restructuring was to avoid requiring Lach's consent to the management changes. Lach sued, alleging the general partners had breached their fiduciary duty to her and the partnership. Had they? Explain your viewpoint.

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