Sanfurd G. Bluestein and Sylvia Krugman, Plaintiffs v. Robert Olden, Defendant U.S. District…
Sanfurd G. Bluestein and Sylvia Krugman, Plaintiffs v. Robert Olden, Defendant U.S. District Court for the Southern District of New York 2004 U.S. Dist. LEXIS 3631
In 1978, Bluestein, Krugman, and Olden formed a partnership, the principal asset of which is a building located in New York City. For 26 years, Olden operated Olden Camera and Lens Company, Inc., in part of the building. Olden Camera itself had been in the building for more than 60 years. In 2001, the plaintiffs sent a letter to Olden to terminate the partnership in accordance with the terms of the partnership agreement. After the letter was sent, the partnership continued to operate in dissolution. The partners agreed to sell the building, but they could not agree on whom to sell to and how much to charge. Olden offered $9 million for the plaintiff’s combined interest in the partnership, but he wanted the plaintiffs to release any claims against him and his business, as well as any claims to profits from the partnership for 2002–2003. A competing offer from a third party contained no requirements and offered $15,400,000 for the building, to be reduced by $200,000 if Olden’s business remained in the building.
The plaintiffs filed an order to show cause, requesting “1) the appointment of plaintiff Bluestein as Liquidating and/or Winding Up Partner of the general partnership; 2) a direction that Olden cooperate in the liquidation of the assets of the partnership; and 3) enjoining Olden from entering into any new leases or renewing any leases for space in the building.” Because the partnership was terminated in accordance with the partnership agreement, the court ruled that Olden could not prevent maximization of the partnership’s assets. Bluestein was appointed the liquidating partner and given sole authority to liquidate the partnership’s assets and divide the proceeds after paying the partnership’s debts. Olden was ordered to cooperate in the liquidation of the assets and enjoined from entering into or renewing any leases or agreements affecting the partnership’s building in New York City. The court retained jurisdiction to ensure that the partners complied with its orders.