## Facts

- White Lakes Plaza Associates, Ltd. operated an apartment complex in Topeka, Kansas as a Kansas limited partnership under a limited partnership agreement and certificate.
- John Temple became a limited partner in 1977 with a 5% interest; his then-wife, Marianna Temple, signed the agreement consenting to its terms.
- The governing documents restricted limited partners’ authority and required specified consents for major actions.
- The certificate permitted a limited partner to assign the partnership interest, but admission of the assignee as a substituted limited partner required (1) the assignor’s designation and (2) the general partner’s consent, which could be granted or denied in the general partner’s sole discretion.
- In divorce proceedings in Florida, the marriage ended and John assigned Marianna his rights to income and distributions from his limited partnership interest; he also resigned and designated her as a substituted limited partner.
- Fritz Duda, the general partner, refused to consent to Marianna’s admission as a substituted limited partner.
- Marianna sued the partnership and Duda in Kansas seeking recognition as a substituted limited partner and relief for alleged economic harm.

## Issues

1. Whether an assignee of a limited partner’s interest may be compelled to be admitted as a substituted limited partner when the governing documents condition substitution on the general partner’s discretionary consent.
2. Whether full faith and credit to a foreign divorce decree requires a Kansas court to override Kansas limited partnership law and the partnership’s consent-to-substitution provisions.

## Decision

- The appellate court affirmed in part and reversed in part.
- Marianna obtained the assignable economic rights associated with John’s former interest (e.g., distributions).
- Marianna was not entitled to substituted limited partner status absent the general partner’s consent under the governing documents and Kansas law.
- Full faith and credit required recognition of the divorce decree’s allocation of marital property interests, but did not require converting an economic assignment into partner status contrary to Kansas law and the partnership agreement.
- The order compelling the partnership to admit Marianna as a limited partner was reversed and the case was remanded consistent with these rulings.

## Legal Principles

- A limited partnership interest may be assigned as to economic rights, but partner status and governance rights do not transfer automatically.
- Admission of an assignee as a substituted limited partner depends on compliance with the partnership’s agreed substitution conditions, including consent requirements permitted by statute.
- Delectus personae permits partners to control who becomes a partner, supporting enforceable consent-to-admission provisions.
- Full faith and credit applies to the foreign judgment’s determination of property rights between spouses, but does not require a forum state to alter the legal incidents of a partnership interest under its own statutes or to disregard enforceable partnership agreement restrictions.

## Conclusion

The court held that an ex-spouse who receives an assignment of a limited partner’s interest through divorce proceedings may enforce rights to distributions, but cannot be made a substituted limited partner without the general partner’s consent; full faith and credit does not compel a different result.


Temple v. White Lakes Plaza Assocs., Ltd., 816 P.2d 399 (Kan. Ct. App. 1991)