Gibson, Dunn & Crutcher v. Perry CA2/8

BACKGROUND

A. Relevant Provisions of the Partnership Agreement We set forth the provisions of the partnership agreement governing the parties’ dispute. These provisions concern dissociation, retirement, and withdrawal. The partnership agreement defines “ ‘disassociate’ or ‘dissociation’ [to] mean[ ] a Partner’s ceasing to be a Partner of the Partnership for any reason, including by reason of death, permanent disability, retirement or withdrawal.” Under section 6.01(a), a “Partner who attains or has attained . . . at least Age 55 may elect to become a Retired Partner on the last day of any month thereafter as designated by the Partner by written notice to the Executive Committee.” Retired Partners are entitled to recover their paid-in capital within 90 days of attaining that status. They may also receive fixed, periodic payments from the firm’s pool of current profits. Section 6.02(b)(i) requires that “as a condition of the right to receive [these] payments from the Partnership, a Retired Partner . . . shall refrain from engaging in any activity or holding any position that the Executive Committee determines (and notifies the Retired Partner in writing) injures, interferes or…