Desimoni
Desimoni v. Brusco
Opinion
Lead Opinion
Elkington, J.
Defendants Charles H. Brusco (Brusco), Wera E. Mitchell, and Cornerstone Management Company, appeal from a “judgment after trial by court entered on August 27,1985,” in favor of plaintiffs Michael DeSimoni (DeSimoni), Theresa DeSimoni, and Glenn Nobmann. The appeal concerns the interpretation of a partnership agreement among the parties who were “Class A” partners.
The partnership became the owner of a large apartment complex, and the partnership agreement provided for employment of a “Managing Partner.” It recited, “Brusco, [one of the Class A partners, and now the principal defendant in this action] is appointed Managing Partner for this purpose.” After about three years, a majority (75%) of the class A partners voted to remove Brusco as managing partner, and DeSimoni was so employed in his stead. Brusco refused to accept his removal, and rejected requests that he turn over the books and records of the apartment complex to DeSimoni. This action and appeal followed.
*916 Brusco contends that his removal as managing partner would be in contravention of the partnership agreement. He relies on Corporations Code section 15018, subdivision (h), which in part states: “...…