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

APPA Valley Farms Real Estate Partnership (APPA) is a general partnership that invests in real estate. APPA has four partners: brothers Thom Rindt (Thom) and Michael Rindt (Michael), their father Klaus Rindt (Klaus), and Jeffrey Knowles (Knowles). The managing partner has sole control over the partnership's business operations, which includes the authority to lease, buy, or sell partnership property. Thom was APPA's original managing partner, but the partners amended their partnership agreement in 2007 to make Klaus the managing partner, and he has held that position ever since. Thom recognized Klaus' sole authority to conduct partnership business relating to real estate transactions. Thom introduced Klaus to P's owner, Jay Highman, because P was interested in purchasing a piece of property from APPA. Klaus told Highman that he was APPA's managing partner and that while he listens to the other partners' recommendations regarding real estate transactions, Klaus ultimately makes the decisions for the partnership. APPA owned, located at 135 Klug Circle, which APPA had been leasing to P. The property contains a state-of-the-art food processing plant. Despite P's previous interest in purchasing the property, APPA agreed to sell the Property to D on February 22, 2016. Klaus authorized the sale as APPA's managing partner, and he signed the purchase-sale agreement. D notified P that it had purchased the Property and that P would need to vacate the premises by January 1, 2017. Thom and Michael told P that since the sale to D hadn't yet closed, they could give P a new two-year lease of the Property on behalf of APPA. D objected to this assertion and informed P, Thom, and Michael that only Klaus (who was not on the call) had the authority to enter into such a lease before the sale to D closed. P contends that no such conversation about a new lease occurred, and that D never told P that only Klaus had the authority to sign a new lease. Two days later, on April 1, 2016, Thom and Michael signed a new two-year lease of the Property to P, purportedly on behalf of APPA. Klaus was not told about this new lease, and never authorized it as APPA's managing partner. P recorded its new purported lease. D learned about it on April 29, 2016, just one day before escrow closed on its own purchase of the Property. P and D think that the other's claim to the Property is invalid, and both also blame APPA for creating this mess in the first place.

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