Nature of the Case
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Facts
In 1977, Albert and Rose Watkins (grantors and husband and wife) formed the 'Watkins Enterprises Land Trust/Partnership Agreement.' Under the terms of the agreement, 1112 shares were initially issued to Albert and Rose's children and their then-living grandchildren. Their children have since distributed portions of their shares to their descendents. The partnership's primary asset is 450 acres of land, of which 280 acres are tillable, and 120 acres are covered in trees and include a cabin. The agreement provides that 'when two or more Persons own Shares, a Partnership shall thereupon be created and be governed, except as otherwise provided in this Agreement, by the Partnership Act.' Article 2 defines the business of the partnership as 'farming and related activities.' Article 9 states that the partnership 'shall terminate upon the first to occur of the bankruptcy, receivership or dissolution of the partnership or the written agreement of all the Shareholders.' The Trustee of the partnership has the power and discretion to sell any portion of the Property for cash or on credit, at public or private sales; to exchange any portion of the Property for other property; to grant options to purchase or acquire any portion of the Property and to determine the prices and terms of sales, exchanges and options.' Ps comprise 21 of the 26 partners and collectively hold 926.67 shares in the partnership (83.33%). Ds, the remaining five partners, hold 185.33 shares (16.67%). The trustee of the partnership is Watkins (P), who is also a partner. The partnership is governed by a management committee made up of five partners, including Mellen (D). On July 3, 2012, four of the five members of the partnership's management committee voted in favor of selling the property at public auction in an attempt to raise funds for the buyout and to allow any interested partner an equal right to purchase the property. D voted against the sale and requested, instead, that the property be appraised. Appraisals came in at (1) $2,634,000, (2) $3,160,000, and (3) $3,256,000. D made several offers to purchase the timbered portions of the property or, in the alternative, the entire parcel. Watkins (P) began making plans to sell the partnership property. On November 21, 2014, Ps filed a complaint seeking judicial dissolution of the partnership. Ps alleged that the partnership's economic purpose has been unreasonably frustrated and that Ds had engaged in conduct making it impracticable to continue carrying on partnership business. Ds argued that the partnership agreement required the written consent of all the partners and that before the real estate could be sold, all of the partners had to agree that a public sale was appropriate. The trial court granted summary judgment for Ps. The court found that the economic purpose of the partnership was likely to be unreasonably frustrated, (2) partners had engaged in conduct related to the partnership business that made it not reasonably practicable to carry on the business in partnership with that partner, and (3) it was not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement. The court ordered that the partnership be dissolved and the land trust property be sold at public auction. D's appealed.
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