United States Cellular Investment Co. of Los Angeles, Inc. v. GTE Mobilnet, Inc.

United States Cellular Investment Company of Los Angeles, Inc. (“U.S.Cellular”) appeals the district court’s summary judgment in favor of its partners in a limited partnership and their corporate parents. U.S. Cellular’s core allegation is that one of the partners breached the partnership agreement by transferring or assigning its general and limited partnership interests. We agree with the district court that the agreement was not violated, and we therefore affirm.

I. Background

This case involves the interpretation of an agreement for a limited partnership created in 1982 to provide cellular telephone service in the Los Angeles area. The limited partnership, known as the Los Angeles SMSA Limited Partnership (“Los Angeles Partnership”) has three partners: U.S. Cellular, AirTouch Cellular, and GTE Wireless Incorporated (“GTE”). U.S. Cellular, the plaintifiyappellant, owns a 5.5% limited partner interest. AirTouch Cellular, a defendant/appellee, owns a 40% general partner interest and a 42.3% limited partner interest. GTE, a defendani/appel-lee, owns a 12.2% limited partner interest. U.S. Cellular was an original partner of the Los Angeles Partnership. AirTouch Cellular and GTE…