## Facts

- Baybank held a promissory note made by Catamount Construction, Inc., and guaranteed by Eugene R. Connor and John H. Connor.
- Baybank obtained a superior court judgment against Eugene and John Connor on their guaranties.
- The Connors were limited partners in East Street Associates Limited Partnership (East Street).
- Baybank sought to satisfy its judgment by reaching the Connors’ limited partnership interests and requested: (1) a charging order; (2) appointment of a receiver for monies due the Connors as limited partners; and (3) dissolution of East Street if the judgment was not paid within fourteen days.
- The Connors agreed Baybank was entitled to a charging order under New Hampshire’s Revised Uniform Limited Partnership Act (RULPA) but objected to dissolution and other relief beyond a charging order.

## Issues

1. Whether RULPA limits a judgment creditor of a limited partner to a charging order as the remedy against the partner’s interest, or permits additional remedies by importing general partnership remedies from the Uniform Partnership Act (UPA).
2. Whether a court has statutory authority to dissolve a limited partnership at the request of a limited partner’s personal judgment creditor to satisfy the creditor’s judgment.

## Decision

- The Supreme Court of New Hampshire affirmed the issuance of a charging order against the Connors’ limited partnership interests.
- The court reversed/vacated the order dissolving East Street and related relief to the extent it exceeded RULPA’s authorized creditor remedies.
- The case was remanded for further proceedings consistent with limiting creditor relief to that authorized by the limited partnership statute.

## Legal Principles

- When a limited partnership statute provides a specific creditor remedy against a limited partner’s interest (a charging order), that specific scheme controls over more general partnership provisions.
- A judgment creditor of a limited partner generally may reach only the debtor-partner’s economic rights (distributions) through a charging order, not management rights or entity-level remedies.
- Dissolution of a limited partnership is an extraordinary, entity-altering remedy that requires statutory authorization and is not available merely because a partner’s personal creditor seeks collection.
- Courts should not expand creditor remedies beyond the limited partnership statute by importing general partnership dissolution remedies in a way that disrupts the rights of nondebtor partners and the continuity of the entity.

## Conclusion

The court held that Baybank could collect against the Connors’ limited partnership interests through a charging order, but the trial court lacked authority to dissolve the limited partnership as a collection device absent statutory authorization under the limited partnership act.


Baybank v. Catamount Constr., Inc., 141 N.H. 780, 693 A.2d 1163 (N.H. 1997)