Tupper v. Kroc (1972)
Decided March 2, 1972. The complete court opinion, reproduced by OpenJurist, is preserved in the Nevada evidence directory. This is an unofficial reproduction of a primary opinion, not a publisher’s synopsis.
Facts
Tupper and Kroc held interests in three partnerships. Kroc obtained a judgment for $54,609.02, then a charging order against Tupper’s partnership interests. Kroc purchased the charged profits and surplus for $2,500 at the court-directed sale. A receiver separately possessed the partnerships’ assets. Tupper later challenged the sale and termination of the receivership. Full primary opinion, unofficial reproduction.
Complete disposition and limits
The court affirmed. The necessity-of-sale objection had not been raised below; Tupper also had not appealed the charging order. The then-applicable NRS 87.280 authorized charging and foreclosure. An accounting was not a prerequisite to selling the debtor’s profits and surplus: Balaban involved improper sale of partnership assets and a deceased partner’s accounting, not this interest. Full primary opinion, unofficial reproduction.
The description of the debtor’s right, title and interest in profits and surplus was sufficient. This was a judicial charging-order sale, not ordinary execution; the court could prescribe reasonable notice rather than mechanically importing every NRS 21.130 requirement. The record did not establish inadequate value; the court deferred to the supported finding, not a rule validating any price. Full primary opinion, unofficial reproduction.
The receiver’s custody of partnership assets did not put the partner’s separate economic interest beyond foreclosure. Contractual transfer restrictions could not defeat the statutory remedy. Sale of economic rights did not itself transfer management rights: Tupper’s managerial rights remained and could operate after the receiver’s discharge. The court also affirmed termination of the receivership. Full opinion.
Present-law treatment
This holding is historical, not authority to foreclose every modern entity interest. NRS 87.025, 87.4314 and 87.4342 require the partnership’s governing-law election and current regime to be identified. NRS 87A.480 now makes charging exclusive and prohibits foreclosure of limited-partnership interests. NRS 86.401 separately bars LLC foreclosure, including single-member LLCs. Each statute preserves a qualifying written agreement between the debtor partner/member and creditor; neither default prohibition nor its express saving provision can be ignored by quoting this 1972 decision.
All holdings above were read in full and compared with those current statutes. The identified limits are statutory; no later judicial decision is represented as holding that every entity interest remains foreclosable. This is a bounded holding/current-statute review, not a blanket still-good-law certificate. Full primary opinion, unofficial reproduction.
Applies in →
nevada · businesses-and-going-concerns
Legal information, not legal advice. Verify governing entity law and the actual charging order before bidding; consult a licensed attorney.