In Re Real Estate Associates Ltd. Partnership Lit.

ORDER DENYING PLAINTIFFS’ MOTION SEEKING TO APPLY DOCTRINE OF JUDICIAL ESTOPPEL

This matter comes before the Court on the plaintiffs’ motion seeking to apply the doctrine of judicial estoppel to preclude evidence or testimony that the REIT transaction was not a “sale or disposition” of the Local Partnerships’ property. After reviewing and considering the materials submitted by the parties, and hearing oral argument, the Court adopts the following order.

I. Background

It is undisputed that each REAL Partr nership acquired its limited partnership interests in the Local Partnerships pursuant to agreements of limited partnership (the “Local Partnership Agreements” or the “Agreements”). The plaintiffs contend that the REIT’s simultaneous acquisition of the REAL Partnership’s limited partnership interests and the local general partner’s general partnership interests in each Local Partnership constituted a “sale or disposition” of all or substantially all of the assets of that Local Partnership. (Corrected Second Restated, Amended and Supplemental Complaint, hereinafter “CSRASC” ¶¶ 52-64.) The plaintiffs allege that:

(Id. ¶ 62 (emphasis added).)

The plaintiffs contend that the…