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1
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ORDER
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EXTRACTED KEY WORDS
CITY PARTNERS OPINION COURT DELAWARE INDEPENDENCE ENTERPRISES GENERAL PARTNER ACCORDANCE CHANCERY CASTLE COUNTY DELAWARE LIMITED PARTNERSHIP NOMINAL DEFENDANT ASSERTING GROUND LEGALLY SUFFICIENT GROUNDS LEGALLY INSUFFICIENT OCUMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWIN I,. KNETZGER, III, WILLIAM >
J. RAINER, RAYMOND E. HUMISTON >
HUGH KNET.ZGER and INDEPENDENCE >
ENTERPRISES, INC., a Delaware 1
Corporation, >>
Plaintiffs. >>
V. >> C.A. No. 16067
CENTRE CITY, CORP., >
a Delaware Corporation, 1>
Defendant, >
and
CENTRE CITY PARTNERS, L.P., a
Delaware Limited Partnership,
Nominal Defendant.
ORDER
WHEREAS, Independence Enterprises, Inc. allegedly removed Centre City
Corp. as the general partner of Centre City Partners, L.P., as of November 25, 1997
asserting five grounds for removal; and
WHEREAS, in accordance with the Court's Opinion of June 30, 1999 ("the
Opinion"), the Court has found one such ground legally sufficient to effect such removal
and the remaining grounds legally insufficient to effect such removal;
,,ocument #: 103674-I
97262
NOW, this \?TUday of July, 1999, in accordance with the Court's Opinion,
it is hereby ORDERED that:
Independence Enterprises, Inc. has lawfully removed Centre City Corp. as the
general partner of Centre City Partners, L.P., effective as of November 25, 1997.
SNIPPETS:
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2
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
GENERAL PARTNER PLAINTIFFS LIMITED PARTNERS COURT PARTNERSHIP AGREEMENT KARLTON DEL REASONS MANAGEMENT LOAN EXPENSES CAM FIDUCIARY DUTY AGENT DELAWARE PROVISION DISTRIBUTIONS PLAINTIFFS CONTEND REIMBURSE WILFUL MISCONDUCT PRESIDENT AFFILIATE CAPITAL CONTRIBUTION WILMINGTON ATTORNEYS DEFENDANTS CITY PARTNERS CITY CORPORATION DATA PROCESSING SERVICES |
IN THE: COURT OF CHANCERY OF THE STATE OF DELAWARE I i
IN AND FOR NEW CASTlL:E COUNTY
E:DWIN L. KNETZGER, III, WILLIAM >
J. RAINER, FkAYMOND E. HUMISTON >
HUGH KNETZGER and INDEPENDENCE >
ENTERPRISIES, INC, a Delaware >
Corporation, >
>
Plaintiffs, >
>
V. > Civil Action No. 16067
>
CENTRE CITY CORPORATION, >
a Delaware corporation, >
>
Defendant, >
and >
>
CENTRE CITY PARTNERS, L.P., a >
Delaware Limited Partnership, >
>
Nominal Defendant. >
MEMORANDUM OKINION
Date Submitted: March 15, 1999
Date Decided: June 30, 1999
Charles E. 13utler, Esquire, of SMITH, KATZENSTEIN & FURLOW LILP,
Wilmington, Delaware; Attorneys for Plaintiffs
Lewis H. Lazarus, Esquire, of MORRIS, JAMES, HITCHENS 8z WILLIA1\4S,
Wilmington, Delaware; and David J. Molton, Esquire, of MOLTON & MEEKINS,
New York, New York; Attorneys for Defendants
JACOBS, VI[CIZ CHANCELLOR
The plaintiffs, who are the limited partners of Centre City Partners, L.P., a
Delaware lim-ited partnership (the "Partnership"), brought this action under 6 Del.
_C, 55 17-l 10 and 17-111 to determine whether they lawfully removed the General
Partner, defendant Centre City Corporation ("CCC"). This is the decision of the:
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3
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COMPLAINT
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EXTRACTED KEY WORDS
CITY LIMITED PARTNERS KARLTON GENERAL PARTNER PARTNERSHIP AGREEMENT PLAINTIFFS FEES PAYMENTS CONSENT MANAGEMENT EXPENSES MATERIAL BREACH FIDUCIARY DUTIES PURSUANT LOAN SOUTH BEND FINANCIAL STATEMENTS WILFUL MISCONDUCT INVEST CAPITAL CONTRIBUTIONS SUM INDEPENDENCE ENTERPRISES KNETZGER AFFILIATE ACCOUNT DECLARING CONTROL FUNDS DISTRIBUTIONS |
(4, "I IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
! /J.: t.
I IN AND FOR NEW CASTLE COUNTY
EDWIN L. KNETZGER, III, WILLIAM 1
J. RAINER, RAYMOND E. HUMISTON, b
HUGH KNETZGER, and INDEPENDENCE )
ENTERPRISES, INC., a Delaware corporation, )>
Plaintiffs, >>
V.
CENTRE CITY, CORP.,
a Delaware Corporation, >>
Defendant, >>
and >)
CENTRE CITY PARTNERS, L.P., a >
Delaware Limited Partnership, >>
Nominal Defendant. )
Complaint Under 6 Del. C. Sections 17-110 and 17-1lL
1. This is an action pursuant to 6 Del. C. $5 17-110 and 17-111 for
declaratory and injunctive relief.
A. TIIE PARTIES
2. The nominal defendant, Centre City Partners, L.P. (the
a Delaware limited partnership with its princip,al place of business at 650
Pittsburgh, Pennsylvania.
Document #: 72448-I
97262
3. Plaintiffs Edwin L. Knetzger, III ("Knetzger"), William J. Rainer
("Rainer"), Raymond E. Hum&on and Hugh Knetzger are limited .partners in the
Partnership and collectively hold more than a ma.jority of the outstanding Initial Percentage
Interests and Percentage Interests (collectively the "Limited Partnership Units").
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