Wolfson v. Rosenthal

—Order, Supreme Court, New York County (Angela Mazzarelli, J.), entered July 12, 1994, which granted plaintiff’s motion for partial summary judgment to the extent of declaring that plaintiff is entitled to collect the value of his 18.5% partnership participation from the net assets of defendant partnership as of the date of termination, and directed defendants to submit an accounting, unanimously affirmed, without costs. Defendants do not contest plaintiff’s showing that defendant [48] law firm’s clients were advised that they would be represented by the acquiring firm, that defendant firm’s assets and obligations were transferred to the acquiring firm, that all of its attorneys except plaintiff now practice under the acquiring firm’s name, that its phone number is now answered with the acquiring firm’s name, that it has vacated its office, or that no business is otherwise done any longer under its own name. Regardless, defendants contend that a termination of defendant firm did not occur because a majority thereof, which favored merger into the acquiring firm, do not choose to characterize the merger as an exercise of the firm’s option to terminate in the event of the departure within a six-month period of partners having at least 75% participation after partners having at least a 50% participation form or join a successor firm. Such a construction would continue the firm’s existence even though the fact is to the contrary, if a majority of the partners, regardless of their motives, elected not to expressly invoke the section of the partnership agreement covering termination, and should be avoided because it would put dissenting partners, such as plaintiff, at the mercy of the majority (see, Greenfield v Etts Enters., 177 AD2d 365, 366), and could potentially lead to an absurd result (see, Reape v New York News, 122 AD2d 29, 30, lv denied 68 NY2d 610). We have considered defendants’ remaining arguments and find them to be without merit. Concur—Sullivan, J. P., Wallach, Asch and Tom, JJ.