Reference no: EM131524473

Question: Underwater partnership. You are acting in a consulting capacity advising a limited partner in a real-estate partnership. The partnership has negative income because of high vacancy rates and discounts on lease rates in the current soft market. The general partner would like to consolidate ownership, and is asking your client to give up his interest in the partnership; in return, the general partner will not ask him to contribute capital to the partnership. The general partner claims that the value of the partnership real estate is negative and that your client should be happy to turn his interest over to him. In fact, he has threatened that if your client doesn't cooperate, he will sue him in order to close out the limited partnership and convert the properties to another use. In addition, the general partner has threatened to discontinue his recent practice of making up the mortgage shortfall.

In that event, the bank (on whose board he sits) would foreclose on the property. Your client would perhaps be willing to fund his share of the mortgage shortfall, in the interest of maintaining his share in a property that he believes will come back to profitability. The vacancy rates and discounts are likely to change when the local economy improves-some leading indicators of improvement seem to have already appeared. If this case goes to court, how would you argue before the judge that your client's share is worth some positive amount? How would you structure the analysis of the value of your share? Just lay out the approach, rather than look for a specific number, but do argue convincingly that the property is not worthless.