Ag Cv Associates, a California Limited Partnership; Ag Cvpartners, Inc., a California Corporation; Henryyh Wong, Plaintiffs-appellants, v. Patrick M. Heade; Daniel Kai Wong, Defendants-appellees, 106 F.3d 406 (9th Cir. 1996)

MEMORANDUM^* 

Ag CV Associates, Ag CV Partners (collectively referred to as "Ag CV") and Henry Wong appeal the district court's order granting summary judgment for Patrick Heade and Daniel Wong. Based on our analysis of two issues, we affirm the district court's ruling.

First, because the Appellees did not cause the termination or dissolution of the partnership, they did not breach the subscription or partnership agreements. Heade voluntarily dismissed his claim and Daniel Wong settled with Ag CV. As the district court noted, "the language of the partnership agreement itself distinguishes between merely bringing an action and successfully causing termination or dissolution." District Court Order page 9. Settlement or dismissal of a suit does not constitute termination or dissolution of a partnership.

In addition, the indemnification clause in the subscription agreement refers to "representations and warranties contained herein." Unit Subscription Agreement § 8. The agreement contains only the limited partners' representations or warranties concerning their suitability as subscribers. Id. § 5. As Appellants allege no breach of these provisions, a strict interpretation of the contract indicates that there is no cause of action for indemnification for attorneys' fees from the Oregon litigation. See generally Layman v. Combs, 994 F.2d 1344, 1352 (9th Cir. 1992) (holding that indemnification language must explicitly refer to defense of fraud claim to be applicable), cert. denied, 510 U.S. 914, 114 S. Ct. 303 (1993).

We have considered Ag CV's other assignment of error and find it meritless.

AFFIRMED.