Partnership Dissolution Strategy

Our Client: A corporation acting as a general partner in a land development project

Property: 80 plus acres of raw land formerly used as a prune orchard

Project: Commercial, residential, multifamily, wetlands mitigation, city park and offsite infrastructure

Developer: A partnership of two corporations

The two general partners were in a major dispute on how to proceed with the project. The project had initial tentative approval for 75% of its land holding. The development partnership had no revenues and substantial institutional debt as well as private debt. The need for additional capital was the major issue.

Extenuating circumstances: A death of the major shareholder of one partner; one partner in alcohol rehabilitation; and a substantial loss in a previous business deal between the partners. Each corporation/partner had legal counsel, accountants and development consultants.

The scope of our engagement was complex. First, evaluate methods to divide the property and debt between the current partners. Second, act as the spokesperson for the developer in public meeting. Third, represent the developer in negotiation with potential buyers on various phases of the project. Fourth, restructure the existing debt to accommodate the new ownership structure and allow the project to proceed.

After fruitless efforts in mediation, the Tuxhorn Company developed an exit strategy where both partners became investors, sharing in the profits of a new LLC formed with a major West Coast builder. All mediation and legal efforts were settled amicably and profitably.