Appeal of Partnership Buy-Sell Agreement

The PA Supreme Court has allowed an appeal on the following issue (as stated by the petitioner):

“Where a non-party to a partnership agreement is not a signatory to the agreement and is not a third-party beneficiary of it and where a partnership agreement does not permit assignment, whether the Court’s review is necessary to clarify the circumstances where a non-party could be permitted to ‘step into the shoes’ of a party to an agreement and to enforce contractual rights as if that individual were a party to the agreement.”

In re: Estate of Peter J. Caruso, III, 43 WAL 2023 (8/21/2023).

The Superior Court had allowed specific performance of a buy-sell provision in a partnership agreement even though 12 years had elapsed from the death of one of the two partners, because the conduct of the surviving partner and the deceased partner’s widow showed that they intended to continue to operate the partnership under the partnership agreement. In re: Estate of Peter J. Caruso, III, 1406 WDA 2021 (Pa. Super. 11/15/2022) (non-precedential).

Although the case does not involve issues of estate administration, the resolution of the case may be of interest to practitioners who prepare family partnership agreements and buy-sell agreements as part of their estate planning services.

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