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longer act as a Life Care partner after the execution of the
settlement agreement and that he was in fact excluded from
partnership activities after January 12, 1989. Consistent with
these assertions, Mr. Reissman sent a letter to Mr. Rosenkranz
dated November 16, 1989, advising that Smith and Fowler would
purchase petitioner's interest in the various Bentley Village
entities pursuant to the agreement dated January 12, 1989, and
that it was their position that the sale would be effective
January 12, 1989.
Viewing the known facts in a light most favorable to
petitioner, we conclude that material facts remain in dispute and
that additional factual development is necessary to resolve the
question of whether petitioner remained a partner of Life Care
until June 30, 1990. In particular, we are unable to determine
from the record presented the intent of the parties respecting
the composition of the Life Care partnership after the execution
of the settlement agreement on January 12, 1989. Consequently,
we will deny respondent's motion for partial summary judgment.
To reflect the foregoing,
An order will be issued
granting respondent's motion to
dismiss for lack of jurisdiction
and to strike and denying
respondent's motion for partial
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