On July 2, 2025, Justice Platkin of the Albany County Commercial Division issued a decision in Marini v. Marini Realty LP, 2025 NY Slip Op. 51138(U), holding that an assignment of a limited partnership interest did not result in the admission of a new limited partner, explaining:
[T]he Court agrees with defendants that the second sentence of the Assignments Clause, which allows a partner to assign a Partnership Interest by will or gift to a spouse, descendant, ancestor or a trust created for the benefit of such persons or the partner himself, supersedes only the preceding sentence within the same clause — the requirement that all other partners consent to assignment — and does not affect the freestanding Admissions Clause preceding the Assignments Clause.
This reading is consistent with the text and structure of the Partners; Assignment section and the two-tier system of economic and governance rights reflected in the RLPA and Partnership Agreement. The focus of the Assignments Clause is the transfer of a Partnership Interest, and under the default definition of RLPA § 121-101 (m), which was not superseded in the Partnership Agreement, that term is limited to the bundle of economic rights associated with an interest in the partnership. Moreover, the narrower construction of the Family Gift Exception advanced by defendants better comports with the fundamental principle at the heart of the partnership concept: partners may choose with whom they wish to be associated.
The Court therefore concludes that the Family Gift Exception authorizes intra-familial assignments of economic interests without the consent of the other partners, but an assignment made pursuant to that authority does not admit the assignee as a partner of Marini Realty; that is a matter that must be addressed under the Admissions Clause and other provisions of the Partnership Agreement. Thus, the Assignments Clause with Family Gift Exception permits beneficial economic transfers within families, while protecting the governance rights of existing partners.
Here, the Trust validly assigned its Partnership Interest to Joseph through the Family Gift Exception. The effect of this assignment was to convey to Joseph the economic rights associated with a 25% interest in Marini Realty, thus entitling him to receive proportionate distributions and profit/loss allocations under RLPA § 121-101 (m).
(Internal quotations and citations omitted).