Wallerstein v. Spirt

Appellant Irving Wallerstein appeals the district courts summary judgment in favor of appellees, Jack Spirt, Sol Freed, and William H. Freed (together "plaintiffs"). Their dispute arises from a limited partnership in which Wallerstein is the general partner and plaintiffs are some of the limited partners. After first obtaining a judgment against the partnership in federal court, plaintiffs, as judgment creditors, were granted a summary judgment by the state district court against Wallerstein as the partnerships general partner. Wallerstein complains on appeal that: (1) the partnership agreement expressly relieves Wallerstein of personal liability to all limited partners, including plaintiffs; (2) in the alternative, the partnership agreement is ambiguous regarding whether Wallerstein is personally liable to plaintiffs, thus creating a material fact issue precluding summary judgment; and (3) further in the alternative, if this Court holds the partnership agreement does not release Wallerstein from personal liability, then the doctrine of mutual mistake precludes summary judgment. Because we hold that the partnership agreement is unambiguous and does not release Wallerstein from personal liability to plaintiffs, we will affirm the district courts summary judgment.