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Supreme Court of New York, Appellate Division

When valuing the interest of a defendant minority partner, who wrongfully caused plaintiff partnership’s dissolution under Partnership Law § 69(2)(c)(II), a “minority discount” was applied to account for his lack of control. Reasons not to discount a minority shareholder’s stock, under Business Corporation Law §§ 623 and 1118, did not apply as the partnership was a going concern, and he had no right to compel a liquidation sale of partnership assets and receive a proportionate share of the proceeds. The partnership could recover legal expenses incurred as damages because the partner’s partnership agreement breach made them necessary. The value of his interest, for purposes of Partnership Law § 69, was discounted for the value of the partnership business’s goodwill, under Partnership Law § 69(2)(c)(II), because the business was not a mere real estate holding company. The lower court’s judgment was affirmed as amended.