## Facts

- Four brothers formed Vecchitto Lemon Ice, a Connecticut general partnership, to operate a frozen-treat business under a written partnership agreement.
- Christopher Vecchitto, one of the partners, filed an eighteen-count complaint both individually and in the name of the partnership against two other partners, Colombo Vecchitto and Joseph Vecchitto.
- The complaint was structured so that the odd-numbered counts were asserted by Christopher individually, while the even-numbered counts were asserted on behalf of the partnership.
- Christopher alleged that the defendant partners breached the partnership agreement by improperly transferring partnership interests and/or bringing new persons into the partnership without the consent required by the agreement.
- The partnership agreement did not address who could authorize litigation in the partnership’s name or what level of partner consent was needed to sue.
- The defendant partners moved to dismiss the counts asserted on behalf of the partnership, arguing the partnership lacked standing/capacity to sue because the partnership had not authorized the lawsuit.
- The defendants relied on Connecticut’s partnership statute, which requires unanimous partner consent for acts outside the ordinary course of the partnership’s business.
- The plaintiffs argued that obtaining consent was effectively impossible because the other partners whose consent was needed were the defendants and would not agree to authorize a suit against themselves.

## Issues

1. When a partnership agreement is silent on litigation authority, may a single partner cause the partnership to sue other partners without the consent of all partners under Connecticut partnership law?
2. Is filing a lawsuit in the partnership’s name (particularly against partners) an act outside the ordinary course of the partnership’s business that requires unanimous consent?
3. If the required partner consent is not obtained, must the counts asserted on behalf of the partnership be dismissed for lack of standing/capacity to sue?

## Decision

- The court granted the defendants’ motion to dismiss the counts asserted on behalf of the partnership.
- The court concluded that the partnership was not authorized to bring the action because the act of filing suit was outside the ordinary course of the partnership’s business and had not been approved by all partners as required by statute.
- The ruling addressed only the partnership’s counts; Christopher’s individual claims were not dismissed on this motion.

## Legal Principles

- In a general partnership, default statutory rules govern partner authority when the partnership agreement does not allocate decision-making power for a specific action.
- Under Connecticut partnership law, acts in the ordinary course of the partnership’s business may be decided under ordinary governance rules, but acts outside the ordinary course require the consent of all partners.
- Initiating litigation in the partnership’s name—especially litigation against partners—is treated as an act outside the ordinary course of a frozen-treat partnership’s business unless the agreement provides otherwise.
- When unanimous consent is required and not obtained, the partnership lacks authority to sue, and claims pleaded in the partnership’s name are subject to dismissal for lack of standing/capacity.
- The fact that consent may be difficult to obtain because alleged wrongdoers are among the partners whose approval is needed does not, by itself, supply authorization to sue in the partnership’s name.

## Conclusion

In *Vecchitto v. Vecchitto*, the Connecticut Superior Court dismissed the counts brought on behalf of Vecchitto Lemon Ice because the partnership agreement did not authorize unilateral litigation decisions and Connecticut’s partnership statute required unanimous partner consent for filing suit as an act outside the ordinary course of business; Christopher’s individual counts were not dismissed by the ruling.


Vecchitto v. Vecchitto, 2008 WL 4210784 (2008)