Matter of Rozof v Rozof
Attorneys and Parties
Brief Summary
Whether a general partnership at will owning real estate was dissolved by a partner’s withdrawal and whether post-dissolution actions to wind up created a new partnership.
The Supreme Court, Kings County granted the respondent’s motion pursuant to New York Civil Practice Law and Rules (CPLR) 3211(a) [rule permitting dismissal of a pleading on specified grounds, including failure to state a claim], dismissing the petition on the ground that the partnership had not been dissolved.
The dismissal of the petition under CPLR 3211(a) and the determination that the partnership had not been dissolved.
A partnership at will dissolves upon a partner’s express withdrawal; Judith Teitell’s February 18, 2016 letter effected dissolution. Petitioners’ subsequent pursuit of judicial supervision was part of winding up and did not create a new partnership.
Background
The parties were general partners of 392 1st Street Company, a partnership without a written agreement that owned real property in Brooklyn. On February 18, 2016, partner Judith Teitell notified the others in writing that she was withdrawing, “effective immediately.” Following related litigation, the petitioners filed this special proceeding on November 22, 2019 seeking a declaration that the partnership was dissolved, court supervision of the winding up, and authorization to sell the property. The respondent moved to dismiss, arguing the partnership had not dissolved.
Lower Court Decision
The Supreme Court, Kings County granted the respondent’s motion under CPLR 3211(a) [rule permitting dismissal of a pleading on specified grounds, including failure to state a claim], dismissing the petition on the premise that the partnership had not been dissolved.
Appellate Division Reversal
Reversed on the law, with costs. The Appellate Division held that Teitell’s February 18, 2016 withdrawal letter manifested intent to leave, dissolving the at-will partnership at that time. A partnership is not terminated upon dissolution but continues for winding up, and petitioners’ actions seeking judicial supervision were consistent with winding up and did not create a new partnership. The court therefore denied the CPLR 3211(a) dismissal motion.
Legal Significance
The decision reaffirms that an at-will partnership dissolves upon a partner’s express withdrawal and that the entity continues solely to wind up its affairs. Post-dissolution litigation to supervise winding up does not revive or form a new partnership—an important clarification for real estate holding partnerships without written agreements.
A partner’s clear written withdrawal dissolves a partnership at will; efforts to judicially supervise winding up do not constitute a new partnership, making dismissal under CPLR 3211(a) improper in these circumstances.