The Delaware Supreme Court, in United States of America, et al. (ex rel. JKJ Partnership 2011, LLP) v. Sanofi-Aventis US, LLC, et al., No. 256, 2019, opinion (Del. Mar. 17, 2020), responds to a certified question of Delaware law that withdrawal and replacement of a partner in a partnership organized “not [as] . . . a separate legal entity distinct from its Partners” resulted in dissolution and formation of a new partnership.

Morris James discusses the decision in Delaware Supreme Court Finds Limited Liability Partnership Agreement Chose the “Aggregate Model” and Partner Withdrawal Caused Dissolution.