If a contract (particularly a Partnership Agreement or other similar contract, such as an Operating Agreement or a Shareholders Agreement) requires that a particular notice be delivered “by” or “from” the Partnership (or by LLC or the corporation, as the case may be), that notice must clearly identify that it is being delivered by the Partnership (or “on behalf” or “for the benefit of” the Partnership).
A notice delivered by a partner in his or her personal capacity–without specifying that the notice is being delivered on behalf of (or for the benefit of) the Partnership–does not satisfy the partnership contract’s notice requirement that the notice be delivered “by the Partnership.”
In Karoline Molberg v. Phoenix Cayman Ltd., Case No. 2023-05964, the Appellate Division, First Department explained that “[a]lthough a limited partner could theoretically send notice on the Partnership’s behalf, that is not what happened here.
Rather, the letter was signed by a single limited partner who did not purport to be acting in anything other than her individual capacity. The letter was written in the first-person singular, no other limited partners were copied or referenced, and there was no language in the letter suggesting that it was being sent “derivatively,” “on behalf of,” or even “for the benefit of” the Partnership. [Because] the letter was not “from the Partnership,” as required by the [Limited Partnership] Agreement, there was no basis to remove the General Partner for “Cause” thereunder.