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partners. Day-to-day management decisions are in the hands of
the managing partner, but major decisions require approval of
partners owning 75 percent of the partnership’s interests. The
term “major decisions” is broadly defined under the partnership
agreements so as to include nearly any decision other than
routine daily operational matters, including the acquisition and
sale of partnership property, financing, expenditures in excess
of $2,500, entering major contracts, or any other decision or
action “which materially affects the Partnership or the assets or
operation thereof.” Also, annual distributions of net cash-flow
are required under the partnership agreements, giving the holder
of decedent’s interest the right to require distributions. Beck
argues that the partnership agreements give the managing partner,
Fred Jr., “absolute discretion in establishing ‘reserves for
replacement of assets or to cover contingencies’”, essentially
allowing him to nullify the provision requiring annual
distributions of cash. We believe Beck gives an overly expansive
reading of the managing partner’s discretion regarding reserves.
Although Fred Jr. had discretion, we do not believe the other
partners would lack recourse if this discretion were used to cut
off otherwise available cash distributions. Moreover, the
discretion to establish such reserves was listed as an item of
day-to-day management, suggesting a limited scope to that right.
When read in the context of the entire partnership agreement, we
do not believe the managing partner’s discretion to establish
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