Canal Properties, LLC v. Alliant Tax Credit V, Inc.

MEMORANDUM *

Canal Properties, LLC appeals the district court’s judgment following a jury verdict in favor of Alliant Tax Credit V, Inc. and Alliant Tax Credit Fund V Limited Partnership in this breach of contract action. We affirm.

We agree with the district court that the removal provision of the partnership agreement was enforceable. California Corporations Code § 15619 provides that the terms in a partnership agreement setting out the consequences for a breach of the agreement are enforceable unless they were unreasonable under the circumstances existing at the time the agreement was made. The evidence before the district court supported a finding that the provision was a standard term in the industry, that it was negotiated by parties who were represented by counsel, and therefore, that it was not unreasonable when it was made. We are inclined to agree with the district court that § 15619 supercedes the general rule against forfeitures set out in California Civil Code § 3275. “A specific provision relating to a particular subject will govern in respect to that subject, as against a general provision. ...” San Francisco Taxpayers Ass’n *701 v. Board of Supervisors, 2 Cal.4th…