25 of the 69 limited partners in an Israeli limited partnership that holds a series of rights to a yielding property in Germany demanded that the general partner dissolve the partnership. The general partner objected, arguing that the partnership agreement includes a closed list of cases in which only the partnership can be dissolved.
The court granted the request to dissolve the partnership. The law lists two main ways to dissolve a partnership: one, dissolution by notice of a partner and the other, dissolution by the court. In general, partners are free to shape their relationship as they see fit, but due to the violation of the right of access to the courts, restricting a partner from applying to the court must be expressly made in the agreement or indicate clear circumstances that establish an intention to do so. Here, the partnership agreement does not include an express restriction on the possibility of applying to the court for dissolution, and the words “only” are not sufficient to indicate an express intention of the parties to limit their right to do so. Therefore, the request for dissolution by the court was granted.
Published in Legal Channel 432 05.02.2025 Afik & Co. https://he.afiklaw.com/
To read the verdict, Case No. 5734-11-21, Omar Bitar v. Hani Duik
