Benson Living Trust v. Physicians Office Bldg. Inc.Annotate this Case
A limited partnership, POB Associates, was formed for the purpose of owning and operating a physicians office building. The partnership had two general partners. The allocation of POB Associates' profits and losses was governed by Article I, Section 1.06(b) of the partnership agreement, and for approximately 25 years the general partners annually allocated 98% of the limited partnership's profits and losses to the limited partners in accordance with the number of units held by each. In 2008, the general partners adopted a new allocation formula based on a new interpretation of Section 1.06(b), under which 46% of POB Associates' profits and losses were allocated to the limited partners and the remaining 54% was allocated to the general partners. Several limited partners sued the general partners, alleging breach of contract and breach of fiduciary duty and requesting a declaratory judgment regarding the allocation under the agreement. The circuit court granted summary judgment in favor of the general partners. The Supreme Court reversed the circuit court's grant of summary judgment, finding the partnership agreement capable of more than one meaning under the disputed facts of the case. Remanded.