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91st Street Joint Venture v. Goldstein (1997)

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91st Street Joint Venture v. Goldstein (1997)

Citation: 114 Md. App. 561, 691 A.2d 272 (No. 1035, September Term 1996) · Court: Court of Special Appeals of Maryland (now the Appellate Court of Maryland) · Decided: March 28, 1997 · Opinion: Eyler, J. (panel: Eyler, Thieme and Sonner, JJ.)

Source note (2026-10-18):

  • source replaced 2026-10-18: static.case.law robots-disallowed; official copy at Maryland Judiciary official opinion archive (No. 1035, September Term 1996) (replaces https://static.case.law/md-app/114/cases/0561-01.json; retrieval dates stated elsewhere on this page refer to the earlier copy).
  • Links on this page to https://static.case.law/md-app/114/CasesMetadata.json are an (unofficial Caselaw Access Project copy, retrieved before 2026-10-18; host disallows automated access); no official or otherwise permitted full-text copy was located on 2026-10-18.

Facts

The joint venturers in 91st Street Joint Venture (a Maryland general partnership) won an arbitration award against their co-venturer Edward Goldstein. The award cut his interest to 0.2022% and produced a judgment of USD 55,988.08 for fees and expenses. In August 1994 the Circuit Court for Baltimore County entered a charging order against his interest. It appointed a receiver “for the limited purpose” of transferring the interest to the joint venture if the judgment stayed unpaid 15 days after service, “without further order of this Court”. Goldstein appealed and posted a cash supersedeas bond of USD 61,600, but the appeal was dismissed for lack of prosecution. In February 1996 the stay was dissolved, and the receiver reported that he had assigned the interest to the creditors. It was valued by an accounting firm at USD 28,950, in partial satisfaction of a judgment then about USD 64,753. Goldstein filed exceptions and paid the shortfall into court. The trial court vacated the charging order, refused to approve the transfer, and denied the creditors’ request to apply only part of the bond.

Holding

The trial court had broad discretion over the charging order and the fairness of the receiver’s transfer. Refusing ratification after the judgment was paid was not an abuse of discretion. Affirmed in part and modified in part: the appellate court struck the improper nunc pro tunc wording; it did not reverse the refusal to transfer the interest.

Reasoning

  • Under the former §9-505 and Rule 2-649 framework construed in the opinion, the court could charge the interest, appoint a receiver and direct a judicially supervised transfer, subject to redemption. The current partnership statute is separately identified below.
  • The statute and rule say nothing about how a charged interest is to be sold. The court read them as giving “a highly flexible and elastic procedure”, in which diverting distributions comes first and a transfer of the interest is the fallback.
  • The underlying judgment’s enrollment did not make this charging-order transfer final. It remained subject to ratification and judicial fairness review under the judicial-sale procedures applicable in the case. The opinion’s discussion of former BR rules and the then-current Title 13 is historical, not a description of every present receivership sale.
  • The charging order did not end Goldstein’s status as a partner; it was “merely … a lien upon his interest”.

Practical impact

  • For partnership-interest purchasers: examine the court’s approval requirements and applicable charging-order law. This decision addressed a general partnership, not an LLC, and upheld rejection of the particular low-value transfer when cash satisfied the judgment.
  • For debtors: paying the judgment before the transfer is approved, and objecting to a low-value transfer, can preserve the interest.
  • Statutory update: Maryland’s current Revised Uniform Partnership Act section (Corps. & Ass’ns §9A-504, retrieved 2026-10-17 at https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=9A-504&enactments=false) expressly lets the court “order a foreclosure of the interest subject to the charging order at any time” and gives the purchaser “the rights of a transferee”. The LLC statute (§4A-607) allows foreclosure only on a showing that distributions will not pay the debt within a reasonable time.

Good-law status

needs_verification. Full opinion and embedded court/date/citation metadata were independently retrieved on 2026-10-17. Current §9A-504 replaced the partnership provision construed. Separately, 2020 Rule 13-603(e) now excludes sales under Title 13 from Title 14, Chapter 300; the opinion does not supply current ABC sale procedure. Adopted Rule 13-603, retrieved 2026-10-17. Comprehensive later judicial treatment remains unverified.

Applies in →

maryland. See equity-interests-stock-llc-charging-orders, receivership-sales, buying-a-business-at-a-forced-sale.

Sources

Disclaimer. This page is legal information, not legal advice. It summarizes a court decision that may have been limited or distinguished by later authority. Nothing here creates an attorney-client relationship. Read the full opinion and consult a licensed attorney before acting.

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