## Facts

- A general partner (Tupper) and a limited partner (Kroc) each held a 50% interest in three limited partnerships formed to hold and lease real property.
- Tupper repeatedly failed to pay his share of partnership obligations; Kroc paid the obligations and took interest-bearing promissory notes from Tupper for half the amounts advanced.
- Kroc filed an action alleging Tupper mismanaged and misappropriated partnership funds, seeking dissolution and appointment of a receiver; the court appointed a receiver pending resolution.
- In a separate suit on the promissory notes, Kroc obtained summary judgment against Tupper for $54,609.02.
- To collect the judgment, Kroc obtained a charging order under NRS 87.280 directing the sheriff to sell all of Tupper’s “right, title and interest” in the three partnerships and apply proceeds to the judgment.
- Tupper received notice of the sheriff’s sale but did not redeem or otherwise prevent the sale.
- At the sale, Kroc was the sole bidder and purchased Tupper’s partnership interests for $2,500.
- Tupper moved to set aside the sale based on alleged price inadequacy and related objections; the trial court denied the motion, confirmed the sale, and discharged the receiver.

## Issues

1. Whether the sheriff’s sale of a partner’s interest pursuant to a charging order under NRS 87.280 should be set aside for inadequacy of price, alleged irregularities, or lack of a prior accounting.
2. Whether partnership-agreement restrictions on assignment bar a judicial sale of a partner’s interest under a charging order.
3. Whether discharging the receiver and terminating the receivership was improper because the debtor partner retained an equitable or beneficial interest after the sale.

## Decision

- The Supreme Court of Nevada affirmed the orders confirming the sheriff’s sale and terminating the receivership.
- The charging-order procedure was properly followed; Tupper failed to prove the $2,500 price was so grossly inadequate, or combined with irregularities, as to justify equitable relief.
- A partnership accounting was not a prerequisite because the sale reached Tupper’s personal partnership interest, not partnership property.
- Assignment restrictions in the partnership agreements did not invalidate the sale because the transfer occurred by statutory judicial process, not by voluntary assignment.
- After Kroc purchased Tupper’s entire partnership interest, Tupper had no remaining right to partnership profits or surplus; continuation of the receivership was unwarranted.

## Legal Principles

- A judgment creditor may reach a partner’s transferable partnership interest through a charging order and may obtain a judicial sale of that interest as authorized by statute.
- In execution-type judicial sales, the sale price is presumptively valid; the debtor bears the burden to show gross inadequacy (typically coupled with irregularity) sufficient to justify setting the sale aside.
- A charging-order sale transfers the debtor partner’s economic interest (share of profits and surplus), not managerial or other non-transferable partnership rights.
- Contractual limits on assignment generally do not bar a statutory judicial sale conducted to satisfy a judgment.
- When the debtor partner’s entire economic interest is sold, equitable ancillary measures aimed at protecting that partner’s interest (including receivership) may be terminated.

## Conclusion

The court upheld enforcement of a judgment through a charging-order sale of a partner’s economic interest, rejected challenges based on price adequacy, accounting, and assignment restrictions, and affirmed termination of a receivership once the debtor partner no longer held any right to partnership profits or surplus.


Tupper v. Kroc, 494 P.2d 1275 (Nev. 1972)