Prentiss v. Sheffel
Court of Appeals of Arizona
513 P.2d 949 (1973)
After irreconcilable disputes and Prentiss's (defendant) inability to pay his share of losses, his co-partners Sheffel and others (plaintiffs), who together owned 85% of a shopping-center partnership, excluded Prentiss from management and sought a court-supervised dissolution sale in which they intended to bid on the assets themselves; Prentiss counterclaimed to prevent them from bidding, alleging he had been wrongfully frozen out and would be disadvantaged. The trial court found a valid partnership-at-will had been dissolved and permitted Sheffel's group to bid, ultimately confirming the sale to them as the high bidders.
Whether partners who legally excluded a third partner from management duties may be permitted to buy partnership assets at a judicially supervised dissolution sale.