SP Investment Fund III, LLC v. Zell CA2/3
In 2011, respondent William Zell (Zell), a New York resident, received an unsolicited offer from appellant SP Investment Fund III, LLC (SP) to buy Zell’s single-unit share of a New York limited partnership for $3,600. Zell accepted the offer and signed a one-page purchase agreement, which stated that he agreed to sell, and SP agreed to buy, “all of Seller’s Rights and Claims relating to” the partnership. A year and a half later, SP advised Zell that the partnership had not approved the transfer of Zell’s unit, and thus Zell would remain its record owner. SP asserted, however, that the purchase agreement nonetheless remained in force, and Zell would be obligated to transfer to SP all income and distributions he received from the partnership and to vote his partnership interest as SP directed.
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