Rapoport v. 55 Perry Co.
Supreme Court of New York, Appellate Division
376 N.Y.S.2d 147 (1975)
The Rapoport family (plaintiffs) and the Parnes family (defendants) formed a partnership whose agreement restricted assigning partnership interests or granting others an interest in the firm without majority written consent, except that immediate family members could be granted an interest without consent, and separately provided that a deceased partner's heir automatically stepped into the partner's shoes. Without consulting the other partners, the Rapoports assigned 10% of their share to their adult children and attempted to make them full partners; the Parnes objected, the Rapoports sued for a declaratory judgment that the agreement permitted unilaterally adding their children as full partners, and both sides moved for summary judgment, which the trial court denied.
Whether the right to assign a partnership interest without the consent of the other partners includes the right to admit new members to the partnership.