This section contains the nature of the case and procedural background.

P loaned $800,000 to Richard Holden and Judith Holden. To secure the loan, the Holdens assigned to P 'all of their right, title and interest' in a partnership known as D. The other members of the partnership consented to the assignment. In January 1989 D stopped making income payments to P. The partners agreed to use the income of the partnership to pay an $877,000 'commission' to partner Chuck Blomfield. P was notified after the fact. Chuck Blomfield had made a settlement in a suit with the State of Alaska for $1,900,000. One of the conditions for the settlement was the agreement of the partners to pay Chuck Blomfield an $877,000 commission for the lease extensions that he obtained on D's properties. The Holdens defaulted on the loan. P sought declaratory and injunctive relief and damages. The court concluded that P's assignment from the Holdens did not make him a member of the partnership. Therefore, he was not entitled to complain about a decision made with the consent of all the partners. This appeal followed

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