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litigation presented bona fide legal issues, the litigation
itself was not bona fide. We are not persuaded by respondent’s
arguments.
ANR filed the appeal of foreclosure order in its capacity as
a general partner of the partnership. In that capacity, pursuant
to applicable provisions of North Dakota partnership law, ANR had
actual and apparent authority to bind the partnership with
respect to the appeal. See N.D. Cent. Code sec. 45-06-01 (1976).
The other partners were aware of the litigation and were willing
to let ANR take the lead in the litigation and to pay for it.
The other partners gave at least tacit approval to ANR’s pursuing
the appeal which, if successful, would have protected the rights
of the partnership and the other partners. Indeed, on September
3, 1987, the partnership’s management committee formally ratified
ANR’s actions in this regard. Respondent seems to suggest that
this formal ratification was invalid or ineffective but has
advanced no convincing evidentiary or legal basis for this
theory.29
29 Respondent suggests that the ratifying resolutions were
invalid, because they did not conform to various procedural steps
required by the partnership agreement and because the copy of the
ratification resolution in the record is unsigned. Other
contemporaneous evidence indicates, however, that the
ratification resolutions were in fact adopted by the management
committee. For instance, in a letter to the law firm of
Fulbright & Jaworski, dated Sept. 14, 1987, C.W. Rackley,
chairman of the partnership’s management committee, stated that
he had been “duly authorized” to make various representations
regarding the foreclosure litigation. Attached to the letter was
(continued...)
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