35.7 Removal of General Partner The Aztec Petroleum Corporation (Aztec) was the general partner of a limited partnership. The partnership agreement provided that it could be amended by a vote of 70 percent of the limited partnership units. More than 70 percent of these units voted to amend the partnership agreement to provide that a vote of 70 percent of the limited partnership units could remove the general partner and replace it with another general partner. Prior to this amendment, there had been no provision for the removal and substitution of a general partner. Texas law requires unanimous approval of new partners unless the partnership agreement provides otherwise.

When a vote was held, more than 70 percent of the limited partnership units voted to remove Aztec as the general partner and replace it with the MHM Company. Aztec challenged its removal. Who wins? Aztec Petroleum Corporation v. MHM Company, 703 S.W.2d 290, Web 1985 Tex. App. Lexis 12879 (Court of Appeals of Texas)

1. Read and understand the case. Show your Analysis and Reasoning and make it clear you understand the material. Be sure to use the concepts of the course to show your reasoning. Summarize the situation. Dedicate at least one heading to each following outline topic:
   1. Parties[Identify the plaintiff and the defendant and tell something about them.]
   2. Facts[Summarize those facts critical to the outcome of the case.]
   3. Procedure[Who brought the appeal? What was the outcome in the lower court(s)?]
   4. Issue[Note the central question or questions on which the case turns.]
   5. Holding[How did the court resolve the issue(s)? Who won?]
   6. Reasoning[Explain the logic that supported the court's decision.]
   7. Case Questions[Be sure to address and thoroughly answer each and every case question and each part of each question.]
   8. Conclusion[This should summarize the key aspects of the decision and also your recommendations on the court's ruling.]
   9. Include citations on the slides and a reference page with your sources. Use APA style citations and references.
2. Do significant research outside of the book and demonstrate that you have in a very obvious way. This refers to research beyond the legal research. This involves something about the parties or other interesting related area. Show something you have discovered about the case, parties, or other important element from your own research. Be sure this is obvious and adds value beyond the legal reasoning of the case.
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