Geoffrey Gelman, Respondent, v Antonio Buehler, Appellant., 20 N.Y.3d 534

Summary

The second partner argued that dissolution of the partnership was permissible under Partnership Law § 62(1)(b) because the oral agreement did not include a definite term or particular undertaking. The appellate court agreed. The complaint lacked a fixed, express period during which the enterprise was expected to operate, but, instead, alleged a flexible temporal framework: the parties were to solicit investments for an indefinite length of time, conduct an open-ended (possibly two-year) search for an unidentified business in an unknown business sector or industry, secure additional capital investments over the course of an unspecified period, and then buy and operate the enterprise for an indeterminate duration (perhaps four to seven years) until a liquidity event would hopefully occur. The complaint did not satisfy the "definite term" element of § 62(1)(b). Further, when the entire scheme was considered, the alleged sequence of anticipated partnership events detailed in the complaint ...