Interpretation of partnership agreements; Actions impairing the status of a limited partnership; The Michigan Revised Limited Partnership Act (MRULPA); Partnership dissolution; MCL 449.1801; Effect of express termination dates in the agreements; Declaratory relief; MCR 2.605(A)(1); Receiver appointment; MCL 554.1016(1); Alternative remedies; Modification of the receivership order to allow the recording of a lis pendens; MCL 600.2701(1); Motion for relief from an order on the grounds of MCR 2.612(C)(1)(f)

Holding that defendants violated provisions of the partnership agreements, the court concluded the trial court did not abuse its discretion in ruling that the limited partnership amendments at issue were void. The court also found that the trial court did not abuse its discretion in appointing a receiver as to one of the partnerships involved in the case but did do so as to two others. Further, it “erred in refusing to modify the receivership order to” permit defendants to record lis pendens on the partnership properties. These consolidated appeals arose from a dispute over the terms of three limited partnership agreements, which established limited partnerships to own and operate three different apartment complexes. Defendants argued that the limited partners’ consent “was not required for the amendments increasing the terms of the limited partnerships because failing to increase the term ‘would impair the status of the Partnership as a limited partnership’ under the MRULPA.” The court disagreed, noting that the MRULPA “provides that the certificate of a limited partnership should include ‘[a]ny time at which or events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.’” The partnership agreements here each contained “an express termination date in § 2.4. Giving effect to the termination dates explicitly contained in the limited partnership agreements, it is clear that the limited partnerships were meant to be dissolved on specified dates.” Given that they “all had set termination dates, allowing them to expire as planned did not impair [them]. Expiration on the previously agreed-upon dates was consistent with the terms of the partnership agreements. In addition, defendants acted in direct contradiction to plaintiffs’ refusal to consent to the extension of the partnership agreements. Though defendants could act without seeking consent in limited circumstances, this is not the same as ignoring plaintiffs’ explicit refusal after defendants sought consent.” Affirmed in part, reversed in part, vacated in part, and remanded “with instructions for the trial court to consider alternative remedies on the record before appointing a receiver for Oakwood Partnership and Brunswick Partnership.”