J&J Celcom v. AT&T Wireless Services, Inc.

ORDER

In this diversity action, J&J Celcom and other former owners of fractional interests in nine general cellular telephone partnerships (“minority owners”) appeal an adverse summary judgment of the United States District Court for the Western District of Washington in favor of AT&T Wireless Services and several of its wholly owned subsidiaries (“AWS”). The minority owners also appeal the district court’s denial of their motion for partial summary judgment.

We have jurisdiction pursuant to 28 U.S.C. § 1291 . In a Memorandum Disposition filed on December 26, 2006, we disposed of the minority owners’ challenge to the district court’s order excluding their late-filed expert witness report and grant of summary judgment on their claims.for breach of contract, breach of implied duty of good faith and fair dealing, and breach of the fiduciary duty of care as to the service fees.

This order certifies to the Supreme Court of Washington the remaining dispos-itive question of state law, namely, whether the Revised Uniform Partnership Act allows a controlling partner to sell all of the partnership’s assets to an affiliated party at a price determined by a third-party appraisal, where the…