Question
In 1969, Robert Brody, George Brody, Joseph Kaufman, and Harold Kaufman entered into an agreement to develop and manage a shopping center in Southgate. Their
In 1969, Robert Brody, George Brody, Joseph Kaufman, and Harold Kaufman entered into an agreement to develop and manage a shopping center in Southgate. Their contract was entitled a "joint venture agreement" and was signed by all the parties. The four owned the property as tenants in common. Over the years, the original four joint venturers transferred their interests in Southgate to their own trusts or to other companies. When one of the Kaufman brothers died, a successor assumed ownership roles in the business. The four parties filed Schedule K-1 forms each year on their federal income tax returns, declaring each partner's share of income, credits, deductions, and so on. Each founder declared his profits or losses in an amount equal to his share of the business.
Eventually, the trustee for the Kaufman trusts wanted to sell its interest in Southgate to an outside party. The remaining owners objected to the sale, maintaining that such a transfer to an outside party required the unanimous consent of the other property owners or a division of the tenancy in common. The trustee argued that it was partnership property and that one partner, his trust, had the authority to sell partnership property without the approval of the others. Apply what you have learned about business structure to determine what the court decided about who could sell what to whom. [Kay Inv. Co., L.L.C. v. Brody Realty No. 1, L.L.C., 731 N.W.2d 777 (Mich. App. 2006).]
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