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

The Rapoports (P) entered into a partnership agreement with the Parnes forming the partnership known as 55 Perry Company (D). Each of the families owned 50% of the partnership interest. In December 1974, Simon and Ginia Rapoport assigned their 10% interest in the partnership to their adult children, Daniel and Kalia. The Parnes were advised of this assignment, and an amended partnership certificate was filed in the County Clerk's office. Parnes refused to amend the partnership agreements in that they claimed that the partnership agreement did not permit the introduction of new partners without the consent of all existing partners. P sued seeking a declaration of their right to assign their interests without the consent of all the existing partners. Parnes opposed the suit. Ps and Ds moved for summary judgment, and they both were denied; the court found that the agreement was ambiguous and that there were triable issues with respect to intent. Both parties appealed.

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