MEMORANDUM AND ORDER Plaintiff Steven Mizel Roth IRA is one of thirty-three Limited Partners in Consolidated Asset Funding 3 LLP (the “Partnership” or “CAF3″), an entity that was formed to pool investments into a fund (the “Fund”) for litigation-related financing ventures.1 Plaintiff brought this derivative suit against the Partnership’s general partner, Unified Capital Partners 3 LLC (“UCP” or “General Partner”), and asset manager, Unified Asset Management, LLC (“UAM”), asserting four causes of action arising from defendants’ alleged failure to dissolve the Partnership by the deadline set forth in the Partnership Agreement.2 Presently before the Court are the parties’ cross-motions for summary judgment on plaintiff’s remaining breach of contract claim.3 For the reasons explained below, defendants’ motion is granted in its entirety and plaintiff’s motion is denied. FACTUAL BACKGROUND The pertinent facts, taken primarily from the parties’ Rule 56.1 Statements, are as follows.4 Steven Mizel Roth IRA, beneficially owned by Steven Mizel (“Mizel”), is an investor and Limited Partner in the Partnership with an interest in the Fund totaling approximately 3.31 percent. Pl. SOF
2-3, 21. Under the terms of the Partnership Agreement, the Partnership went into effect on October 1, 2013 and was scheduled to dissolve within three years, provided that the General Partner could in its sole discretion extend the term of the Partnership for up to two consecutive one-year periods following the expiration of the initial term. See Partnership Agreement Section 10.1. As such, if the General Partner exercised its two optional extensions, the Partnership would terminate on October 1, 2018. Any further extension of the Partnership term would have to occur by amendment. On January 26, 2019, Mizel, on behalf of plaintiff, e-mailed Walter Klores and Ronald Carner, the managing members of the General Partner, to inquire about the wind-down of the Partnership. Def. SOF 23. Klores and Carner replied that they were still “seeking opportunities to liquidate the portfolio at a price that benefits the investors” and would continue managing the portfolio in the interim. Id. 24. Thereafter, on June 27, 2019, plaintiff’s counsel sent a formal demand letter to Klores and Carner, demanding that UCP immediately dissolve the Partnership and liquidate the Fund’s assets. Id.
