Cheyenne Oil Corp. v. Oil & Gas Ventures, Inc.
| Decision Date | 04 November 1964 |
| Citation | 42 Del.Ch. 100,204 A.2d 743 |
| Court | Supreme Court of Delaware |
| Parties | CHEYENNE OIL CORPORATION, Forward Enterprises, Inc., Westland Oil Development Corporation, Louis Kung, Arthur B. Rothwell, C. F. Chien and T. P. Wang, Defendants Below, Appellants, v. OIL & GAS VENTURES, INC., a Delaware corporation, as sole General Partner in behalf of Oil & Gas Ventures-First 1958 Fund, Ltd., a New Jersey limited partnership, Oil & Gas Ventures, Inc., a Delaware corporation, as sole General Partner in behalf of Oil & Gas Ventures-Second 1958 Fund, Ltd., a New Jersey limited partnership, and Oil & Gas Ventures, Inc., a Delaware corporation as Sole General Partner in behalf of Oil & Gas Ventures-First 1959 Fund, Ltd., a New Jersey limited partnership, Plaintiffs Below, Appellees. |
Daniel L. Herrmann, of Herrmann, Bayard, Brill & Russell, Wilmington, and James N. Erwin, Jr., of Erwin, Wagner & Hodson, Houston, Tex., for defendants below, appellants.
Louis J. Finger, of Richards, Layton & Finger, Wilmington, and Arthur B. Kramer, of Feldman, Kramer, Bam & Nessen, New York City, for plaintiffs below, appellees.
This appeal questions a decision of the Court of Chancery holding that the sole general partner of a limited partnership had authority to prosecute the present action notwithstanding dissolution of the limited partnership. More particularly stated, the principal question is whether, under the law of New Jersey, the sole general partner of a limited partnership dissolved by the expiration of the term for which it was created, may prosecute an action against third parties to recover monies allegedly owed for transactions which occurred prior to dissolution. No decisions on this point have been found in the New Jersey cases * or in those of any other state under the Uniform Limited Partnership Act.
Oil and Gas Ventures, Inc. was the sole general partner of three limited partnerships which may be conveniently called terminated on December 31, 1963. All three agreements conferred upon the general partner alone the authority to transact the business of the partnership.
The present action was commenced on December 7th, 1962 by the general partner on behalf of the three because it had not qualified to do business in Texas and Arkansas where the alleged wrongs took place. Prior to decision on the motion in lower Court, the '1959 Fund' also was dissolved by the termination of the period of its existence.
New Jersey adopted both the Uniform Partnership Act and the Uniform Limited Partnership Act on the very same day. It is convenient to set forth at this point several paragraphs from the statutes. The Uniform Partnership Law is found in N. J. Statutes Annotated § 42:1-1 through § 42:1-43. The parts thereof which have some present pertinency are the following sections:
'* * * [T]his chapter shall apply to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent herewith'.
'On dissolution the partnership is not terminated, but continues until the winding up of partnership affirs is completed.'
'Dissolution is caused:
'1. Without violation of the agreement between the partners,
of this section [the exceptions are not presently relevant]:
.
The Uniform Limited Partnership Law is found in N.J.Statutes Annotated § 42:2-1 through § 42:2-30. The following parts have some materiality here:
.
'A contributor, unless he is general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership'.
§ 42:2-30 would, of course, dispose of appellant's principal argument had not the partnership been dissolved, because of its provision that a limited partner is not a proper party to proceedings by or against the partnership in an action of this nature. Appellants contend, however, that this section became inapplicable after dissolution, although there is no express language therein to that effect. They suggest that the general partner is doing 'an act in contravention of the certificate' without the written consent or ratification by all the limited partners in violation of § 42:2-13, because such act violates the expiration date in the certificate. They point out that the Uniform Limited Partnership Act,...
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Oil & Gas Ventures-First 1958 Fund, Ltd. v. Kung
... ... public to purchase units therein; to arrange for each Fund to be managed by Oil & Gas Ventures, Inc., a Delaware corporation (hereafter called Ventures), as its sole general partner with authority to ... Funds to enter into a series of contracts, transactions and conveyances, principally with Cheyenne Oil Corporation (hereafter called Cheyenne), also named as a co-conspirator; that the purpose and ... those that were applied under that doctrine as enunciated in the leading case of Gulf Oil Corp. v. Gilbert, 40 except that the plaintiff's choice of forum, formerly "rarely to be disturbed," 41 ... ...
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Berk v. Sherman
... ... Amsterdam Corp., 366 A.2d 1079, 1081 (D.C.1976), the record reveals the following: Berk, ... partnership entered into a purchase agreement with Winchester Homes, Inc. ("Winchester") for the sale of all the partnership property for a sum of ... v. Holle, 573 A.2d 1269, 1285 (D.C.1990); Cheyenne Oil Corp. v. Oil & Gas Ventures, Inc., 204 A.2d 743, 745 (Del.1964); see ... ...
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