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Edgar Borrero et al., Appellants, v. Vincent R. DeAngelis et al., Respondents

New York Supreme Court, Appellate Division1997-03-03
237 A.D.2d 241655 N.Y.S.2d 386

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Opinion

majority opinion

In an action, inter alia, for a judgment declaring the rights of the parties under a partnership agreement, the plaintiffs appeal, as limited by their brief, from so much of an order of the Supreme Court, Suffolk County (Floyd, J.), dated June 12, 1995, as declared that they were entitled to 17% of the net income of the partnership as of July 1, 1994, and directed an accounting using that percentage.

Ordered that the order is affirmed insofar as appealed from, with costs.

In July 1991 the plaintiffs, Dr. Edgar Borrero and his corporation, Edgar Borrero, M.D., P. C., became partners in the defendant South Shore Surgical Specialists. The partnership was governed by a partnership agreement which granted to a management committee the power to modify its terms by unanimous vote. In June 1994 the management committee unanimously amended the partnership agreement so as to modify the profit-share percentages, inter alia, reducing the plaintiffs’ share. The plaintiffs commenced the instant action seeking, inter alia, to recover an increased share of the net profits on the ground that the amendment of the partnership agreement by the management committee was improper. We find that the clear, unambiguous language of the partnership agreement authorized the management committee to modify its terms, and that the management committee properly adopted profit-share modifications on June 12, 1994, by the requisite unanimous vote.

The plaintiffs’ remaining contentions are either unpreserved for appellate review or without merit. Bracken, J. P., Santucci, Krausman and McGinity, JJ., concur.