Appellate Cases - Corporations and Partnership Law

Corporations and partnerships often are parties in general litigation involving other people. But some cases involve actions taken by corporate officers or directors that harm that corporation's shareholders, or by partners that harm other partners. Bruce has handled (and is currently involve in) several appeals involving such corporate or partnership issues.

Everest Properties II v. Prometheus Development Co., Inc.

This case involved a real estate limited partnership that owned two large apartment buildings. The general partner proposed a transaction where the partnership would merge into an affiliate entity and the existing limited partners would be cashed out. The merger just barely passed a proxy vote, and only did so because the general partner voted most of its shares for the merger. One limited partner sued, claiming that the general partner breached his fiduciary duties in proposing, advocating, and executing this transaction, and the limited partners received much less than they should have received. The trial court agreed. It found that the limited partner had acted improperly, made various misrepresentations or omissions, and had misvalued the limited partners' interest. The trial court found that the limited partner had breached it fiduciary duties in 17 separate ways and had done so deliberately. The trial court awarded just over $3.8 million in damages.

The general partner appealed, and Mr. Adelstein was lead appellate counsel for the prevailing limited partner. The Court of Appeal affirmed the judgment (with a slight modification for an adjustment in prejudgment interest).

Case Data

Court of Appeal Opinion.
Court: California Court of Appeal, First Appellate District, Division One (San Francisco)
Case No. A114305
Author: Justice Douglas E. Swager
Opinion Date: September 27, 2007
Trial Counsel: Dennis Kendig at Kendig Law Offices and Daniel Germain at Rosman & Germain.