## Facts

- Four individuals formed a Connecticut partnership in 1984 to own and operate a shopping center, with percentage interests and voting power tied to ownership.
- Partnership action required a 70% vote, giving certain partners effective veto power over major decisions.
- One partner functioned as the de facto manager until his death in 2004; his partnership interest passed to his estate.
- After the death, conflict developed among the remaining partner(s) and the estate over management control, access to records, proposed assignment of the deceased partner’s interest, and whether a buyout right was triggered.
- The trial court found that the relationship among partners deteriorated into mistrust and operational stalemate, and that Brennan’s post-death conduct contributed to making continued joint operation unworkable.
- Brennan sought declaratory and injunctive relief concerning buyout and assignment effects and sought an injunction for access to records.
- The remaining partners counterclaimed seeking Brennan’s judicial dissociation (expulsion) under Conn. Gen. Stat. § 34-355(5)(C).
- The remaining partners also requested a court-ordered valuation of Brennan’s interest while his appeal was pending; the trial court denied that request.

## Issues

1. Whether Brennan’s conduct justified judicial dissociation under Conn. Gen. Stat. § 34-355(5)(C) because it was not reasonably practicable to carry on the partnership business with him.
2. Whether the trial court had statutory or equitable authority to conduct a valuation proceeding for Brennan’s partnership interest at the request of the remaining partners.

## Decision

- The Connecticut Supreme Court affirmed the judgment ordering Brennan’s judicial dissociation under § 34-355(5)(C).
- The Court affirmed the denial of Brennan’s requested permanent injunction concerning access to partnership records.
- The Court affirmed the denial of the remaining partners’ request for a valuation proceeding, holding the court lacked authority to value the interest at their request.

## Legal Principles

- Judicial dissociation under Conn. Gen. Stat. § 34-355(5)(C) turns on whether, considering the totality of circumstances, a partner’s conduct relating to the partnership business makes it not reasonably practicable to continue operating with that partner.
- The “not reasonably practicable” determination is contextual and may consider the partnership’s governance structure, the breakdown of working relationships, and conduct that drives mistrust and operational paralysis.
- The statutory buyout/valuation scheme authorizes an action to determine the buyout price at the initiative of the dissociated partner; it does not create a reciprocal right for the partnership or remaining partners to compel judicial valuation.
- A court’s general equitable powers cannot be used to supply standing or remedies that the statutory scheme withholds.

## Conclusion

The court upheld Brennan’s expulsion because the evidence supported a finding that continued partnership operations with him were not reasonably practicable, and it rejected the remaining partners’ attempt to force a judicial valuation because the statutory buyout mechanism assigns that initiative to the dissociated partner alone.


Brennan v. Brennan Assocs., 293 Conn. 60, 977 A.2d 107 (Conn. 2009)