Perretta

MEMORANDUM **

Plaintiffs-Appellants Louis and Frank Perretta (Plaintiffs), representatives of a class of limited partners of Prometheus Income Partners, LP (the Partnership), appeal the dismissal of their first amended complaint. Because the parties are familiar with the facts, we do not recount them here, except as necessary to explain our decision. We have jurisdiction under 28 U.S.C. § 1291 , and we affirm.

The vote of the limited partners in the Partnership was sufficient to ratify the transaction. California Corporate Code § 15686(f)(1)(E) requires only an “affirmative vote of a majority in interest of the limited partners” to approve “transactions in which the general partners have an actual or potential conflict of interest with the limited partners or the partnership.” The statute makes no distinction between disinterested limited partners and those who are affiliates of the general partner, see id. § 15611(q) (defining “[(limited partner” as “a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement”), and the Partnership’s partnership agreement expressly permitted the general partner to hold limited…