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Appellant, Aztec Petroleum Corp., Appeals from a Summary Judgment in Favor of Appellee, Mhm Company,

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Submitted By feishao
Words 2685
Pages 11
Appellant, Aztec Petroleum Corp., appeals from a summary judgment in favor of appellee, MHM Company, which removed Aztec as general partner in a limited partnership and substituted MHM as general partner. In two points of error, Aztec contends that the trial court erred in denying its motion for summary judgment and in granting MHM's motion for summary judgment because neither Aztec nor all of the limited partners consented to the removal of Aztec and substitution of MHM as general partner and, therefore, the removal and substitution are invalid as a matter of law. We conclude that the partnership agreement of Aztec 80-A, Ltd., as thereafter amended, permits the removal of Aztec and substitution of MHM as general partner as a matter of law. Accordingly, we affirm.

The facts are undisputed. The controversy centers on section 11.12 of the partnership agreement. Section 11.12 states:

Amendments. Amendments to this Agreement may be proposed by the General Partner, or by the holders of 10% or more of the Units, by submission of a written proposal to the General Partner. Following such proposal, the General Partner shall submit to the Limited Partners, by notice in accordance with Section 11.1 of this Agreement, a verbatim statement of the proposed amendment, and when the General Partner deems it appropriate, an opinion of counsel as to the legality of such proposed amendment, and its recommendation with respect to the proposed amendment. Except as otherwise expressly provided herein or as otherwise required by law, this Agreement may only be amended upon the written consent of the holders of seventy percent (70%) or more of the Units; provided, however, that (i) any amendment which shall reduce the Partnership interest or enlarge the obligations of any Limited Partner shall require the consent of that Limited Partner; (ii) no amendment shall be made to Sections 7.2

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