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

A limited partnership was formed under the name Century Park, LTD. The general partners were G&S (P) at 51%, Nordale, at 25.5% and the remaining interest was owned by Jones and Chapin. Century owned a 62-unit apartment complex. In 1979, Nordale began using cocaine and began to feel the results. Nordale lived in the complex and sexually solicited an underage female to have sex with him. Nordale refused to give up his apartment nor pay rent even though he was only given temporary use of the apartment because of his divorce. P came to the conclusion that Nordale was incapable of making rational business decisions and that they should seek a dissolution. After filing the complaint, Nordale died, and P's amended their complaint to invoke article 19 of their agreement calling for a buyout of Nordale's interest thus allowing the remaining partners to stay in business. D contends that the mere filing of the first complaint acted as a dissolution of the partnership.

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