IN THE SUPREME COURT OF THE STATE OF KANSAS
No. 92,867
LAUREN K. WELCH, M.D.; ROGER EVANS, M.D.;
JAMES C. MERSHON, M.D.; ZACK RAZEK, M.D.;
BADR IDBEIS, M.D.; JEANETTE Z. HABASHY;
DORIS UHLIG, MARGARET F. WRAY, and LARRY SPIKES,
Appellants,
v.
VIA CHRISTI HEALTH PARTNERS, INC.,
a Kansas Corporation, and MR IMAGING CENTER, L.P.,
a Kansas Limited Partnership,
Appellees.
SYLLABUS BY THE COURT
1. Summary judgment is appropriate when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. The trial court is required to resolve all facts and inferences which may reasonably be drawn from the evidence in favor of the party against whom the ruling is sought. When opposing a motion for summary judgment, an adverse party must come forward with evidence to establish a dispute as to a material fact. In order to preclude summary judgment, the facts subject to the dispute must be material to the conclusive issues in the case. On appeal, we apply the same rules and where we find reasonable minds could differ as to the conclusions drawn from the evidence, summary judgment must be denied.
2. The interpretation of a statute is a question of law permitting unlimited review.
3. The record is examined and it is held (1) that the limited partners in a domestic limited partnership whose interests have been terminated and paid for in a transaction effected by the general partner involving the merger of the domestic limited partnership with a limited liability company are not entitled to dissociated status under Kansas partnership law and are not entitled to statutory buyout rights under K.S.A. 56a-701; (2) that the limited partners have not established a prima facie case for breach of fiduciary duties of loyalty, good faith, and fair dealing under K.S.A. 56a-404(b)(1), (b)(2), and (d); and (3) that the limited partners have not established specific acts of fraud, misrepresentation, or misconduct sufficient to shift the burden of proof to the general partner to establish the fairness of the transaction, all as more fully set forth in the opinion.
4. Under the facts of this case, for the above reasons and the further reason that the appraiser chosen by the general partner to value the limited partnership was independent, no genuine issue of material fact remained and the district court correctly entered summary judgment.
Appeal from Sedgwick district court, MARK A. VINING, judge. Opinion filed May 5, 2006. Affirmed.
Kurt A. Harper, of Sherwood & Harper, of Wichita, argued the cause, and William E. Dakan, of the same firm, was with him on the briefs for appellants.
Gary L. Ayers, of Foulston Siefkin, LLP, of Wichita, argued the cause, and Martha Aaron Ross, of the same firm, was with him on the brief for appellees.
The opinion of the court was delivered by
DAVIS, J.: The plaintiffs, 9 of 21 limited partners of defendant MR Imaging Center, L.P., brought suit against the defendants, Via Christi Health Partners, Inc., the general partner and majority limited partner, and MR Imaging Center, L.P., seeking a statutorily defined buyout price for their interests after Via Christi obtained a valuation of the business and caused the limited partnership agreement to be amended to permit a merger with a newly created limited liability company, MRI, LLC. Under the merger agreement, the plaintiffs were cashed out and the limited partnership was subsequently converted into a limited liability company, MR Imaging, LLC. The plaintiffs appeal the dismissal of their case on summary judgment. We transferred the case on our own motion pursuant to K.S.A. 20-3018(c).
Defendant MR Imaging Center, L.P., a Kansas limited partnership, was formed on or about September 17, 1985, and operated a medical imaging business. The plaintiff investors are Lauren K. Welch, M.D., Roger Evans, M.D., James C. Mershon, M.D., Zack Razek, M.D., Badr Idbeis, M.D., Jeanette Z. Habashy, Doris Uhlig, Margaret F. Wray, and Larry Spikes. Prior to July 31, 2003, the plaintiffs collectively held about 15% of the ownership interest in MR Imaging Center, L.P. The majority owner was the predecessor in interest to defendant Via Christi Health Partners, Inc. (Via Christi), which owned a combined interest of approximately 71% of the MR Imaging Center, L.P.
On July 15, 2003, Via Christi, as general partner of MR Imaging Center, L.P., sent a Notice of Special Meeting of the Partners of MR Imaging Center, L.P., to the plaintiffs and the other limited partners. In that notice was information advising the limited partners that on July 31, 2003, the limited partners would be asked to approve an amendment to the Agreement of Limited Partnership and a merger agreement to allow for the merger of the limited partnership with a newly created entity, MRI, LLC, a Kansas limited liability company, which was organized by Via Christi on July 11, 2003. Via Christi was the controlling member and owned 64.2% of MRI, LLC immediately before the merger. The plaintiffs were not informed of the intentions of Via Christi or its actions in preparing for the forced buyout of the plaintiffs' interests prior to July 15, 2003.
Prior to the voting on July 31, 2003, the Limited Partnership Agreement for MR Imaging, L.P. did not permit the partnership to enter into a merger agreement on less than a unanimous vote. The proposed amendment allowed the limited partnership to merge with "'another general or limited partnership, corporation, or limited liability company'" without further approval of the minority limited partners.
The merger agreement provided that the general and limited partners would receive $78,408 per unit for the partners' respective ownership interests. Attached to the Notice of Special Meeting was a letter from Via Christi describing the transaction, with a copy of an independent valuation performed by Paragon Health Capital Corporation (Paragon) pursuant to a request from Via Christi on March 25, 2003. Paragon rendered an independent opinion of both fair market value and fair value (without marketability and minority discounts.) The $78,408 tendered to the partners for their partnership units was the "'fair value'" of those interests in an ongoing business without discounts for lack of marketability or the fact they were minority investors. The plaintiffs controverted this statement, arguing that their subsequent appraisal demonstrated the fair value to be $117,533 per unit.
The notification letter provided that Via Christi, as the general partner, intended to adopt the proposed amendment and approve the merger: "Because [Via Christi] owns a majority of the Units of MR Imaging, L.P. and has elected to vote in favor of the merger, the outcome of the partnership meeting is certain, and, subject to the terms of the merger agreement, the merger will be effective as of July 31, 2003." The notice of special meeting similarly provided: "Via Christi Health Partners, Inc. as general partner and as a limited partner with sufficient Units to approve the merger, will vote to approve the amendment and the merger. Accordingly, while the other partners are entitled to vote on the approval of the amendment and the merger, their approval is not necessary."
On July 31, 2003, the amendment to the partnership agreement and the merger agreement were approved. Of the 20 minority investors, 6 attended either in person or by proxy and voted against the amendment and the merger, representing 11.88% of the total ownership, less than one-half of the 28.91% minority interest in MR Imaging Center, L.P. Five of those six are plaintiffs in this case, along with four other limited partners.
Pursuant to the notice of special meeting, the newly created entity, MRI, LLC (controlled and managed by Via Christi), was merged into MR Imaging Center, L.P. (also controlled and managed by Via Christi), which was then converted into MR Imaging, LLC. After the merger and conversion, Via Christi held a smaller share of partnership interests than it had prior to the merger and conversion. Its partnership interest went from approximately 71% to approximately 64%. Via Christi did not acquire the plaintiffs' partnership interests.
Pursuant to the merger agreement approved by both MR Imaging Center, L.P., and MRI, LLC, MR Imaging Center, L.P., tendered $78,408 per unit for all MR Imaging Center, L.P., units, including those held by Via Christi, those held by the other nonplaintiff owners, and those owned by the plaintiffs. Everyone received the same price, which was the fair value price determined by the valuation company, Paragon. The plaintiffs rejected this tender and filed the present lawsuit against Via Christi and MR Imaging Center, L.P.
In the petition, the plaintiffs alleged that: (1) Via Christi breached its fiduciary duties to the plaintiffs by eliminating the limited partners' ownership interests in MR Imaging Center, L.P., through a freeze-out merger; (2) the plaintiffs were entitled to a determination of the buyout price for the plaintiffs' interests in the limited partnership pursuant to K.S.A. 56a-701, with interest thereon from July 31, 2003; and (3) the plaintiffs were entitled to attorney fees, appraiser and expert fees, and other costs.
The defendants filed a motion for summary judgment, arguing the plaintiffs were not entitled to statutory appraisal rights, attorney fees, appraiser and expert fees, and other expenses and that the plaintiffs had not established a breach of fiduciary duties. After a hearing, the district court granted the defendants' motion for summary judgment, reasoning in relevant part:
"3. Plaintiffs do not have statutory appraisal rights. Plaintiffs are not entitled to a determination of a buyout price pursuant to K.S.A. 2003 Supp. 56a-701, which does not apply to the merger in this case.
"4. Similarly, Plaintiffs are not entitled to attorney's fees, interest associated with a statutory appraisal, or the fees and expenses of their appraisers and experts, because K.S.A. 2003 Supp. 56a-701 is inapplicable.
"5. Plaintiffs' claimed damages are unliquidated and Plaintiffs are not entitled to prejudgment interest.
"6. Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404.
"7. Defendants are entitled to judgment on Plaintiffs' claims regarding fiduciary duty, good faith, and fair dealing because Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding specific acts of fraud, misrepresentation, or other items of misconduct.
"8. Because the parties have not deposed the appraiser (Paragon) utilized by Defendants to arrive at the valuation of Plaintiffs' minority interests, the Court finds that the sole remaining issue is whether or not the appraiser was independent.
"9. The parties have stipulated that if Paragon's appraisers were to testify, they would testify they were independent. Therefore, summary judgment may be granted as to this last issue left open by the trial court."
On appeal before this court, the plaintiffs challenge the district court's granting of defendants' motion for summary judgment finding the plaintiffs were not entitled to statutory appraisal rights and that the defendants did not breach fiduciary obligations owed to the plaintiffs. We apply the following standards of review:
"Summary judgment is appropriate when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. The trial court is required to resolve all facts and inferences which may reasonably be drawn from the evidence in favor of the party against whom the ruling is sought. When opposing a motion for summary judgment, an adverse party must come forward with evidence to establish a dispute as to a material fact. In order to preclude summary judgment, the facts subject to the dispute must be material to the conclusive issues in the case. On appeal, we apply the same rules and where we find reasonable minds could differ as to the conclusions drawn from the evidence, summary judgment must be denied." State ex rel. Stovall v. Reliance Ins. Co., 278 Kan. 777, Syl. ¶ 1, 107 P.3d 1219 (2005).
Moreover, the interpretation of a statute is a question of law permitting unlimited review. State v. Legero, 278 Kan. 109, Syl. ¶ 1, 91 P.3d 1216 (2004).
Statutory Appraisal Rights
The plaintiffs argue the district court erred by failing to hold that they were dissociated partners under the Kansas Uniform Partnership Act (KUPA), K.S.A. 56a-101 et seq., entitled to specific buyout rights of their interests under K.S.A. 56a-701, which provides in relevant part:
"(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under K.S.A. 56a-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b).
"(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection (b) of K.S.A. 56a-807 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.
. . . .
"(i) A dissociated partner may maintain an action against the partnership, pursuant to subsection (b)(2)(ii) of K.S.A. 56a-405, to determine the buyout price of that partner's interest, any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g)."
The defendants respond that the plaintiffs are not dissociated partners and have no statutory appraisal rights under the KUPA, the Kansas Revised Uniform Limited Partnership Act (KRULPA), K.S.A. 56-1a01 et seq., or the Mixed Entity Merger statutes, K.S.A. 17-7701 et seq., because this case involves the merger of a limited partnership and a limited liability company. As this case involves the interplay of three different statutory schemes, we will examine each one in our resolution of the issues.
(1) Mixed Entity Merger Statutes (K.S.A. 17-7701 et seq.)
The plaintiffs argue that K.S.A. 17-7707(k) applies to the transaction in this case and preserves their right to a buyout price determination.
"Since 1995, Kansas law has contained specific and separate provisions authorizing and governing a merger or consolidation involving a domestic LLC and one or more other domestic or foreign business entities at least one of which is not an LLC." Hecker, The Kansas Revised Limited Liability Company Act, 69 J.K.B.A. 16, 38 (Nov./Dec. 2000). These provisions are discussed in K.S.A. 17-7701 et seq., the Mixed Entity Merger statutes. The following statutes are relevant to this case:
K.S.A. 2005 Supp. 17-7701(d) provides:
"(d) Subject to the provisions of this section, any merger or consolidation between one or more domestic corporations and any one or more constituent entities at least one of which is not a corporation, one or more domestic limited partnerships and any one or more constituent entities at least one of which is not a limited partnership, or one or more domestic limited liability companies and any one or more constituent entities at least one of which is not a limited liability company shall be governed by and subject to the provisions of K.S.A. 17-7701 through 17-7708, and amendments thereto."
K.S.A. 17-7703 provides:
"Subject to the provisions of K.S.A. 17-7701 through 17-7708, any one or more domestic corporations may merge or consolidate into or with any one or more persons at least one of which is not a corporation, any one or more domestic limited partnerships may merge or consolidate into or with any one or more persons at least one of which is not a limited partnership, and any one or more domestic limited liability companies may merge or consolidate into or with any one or more persons at least one of which is not a limited liability company."
K.S.A. 17-7704(c) provides that each constituent entity shall enter into a written agreement of merger or consolidation, which includes "the manner and basis of converting the interests or shares of stock in each constituent entity in the merger or consolidation into interests, shares or other securities or obligations, the case may be, of the surviving entity, of the new entity or of any other person, or, in whole or in part, into cash or other property."
K.S.A. 2005 Supp. 17-7705(a)(2) provides that a constituent entity that is a domestic limited partnership shall have the agreement of merger or consolidation "approved by all general partners and by all of the limited partners unless otherwise provided in the certificate or agreement of limited partnership." In this case, the limited partnership agreement of MR Imaging Center, L.P., was amended immediately prior to the merger to expressly allow it to be approved by a two-thirds vote.
K.S.A. 17-7707(k), addressing the effects of consummation of merger or consolidation, provides: "Nothing in K.S.A. 17-7701 through 17-7708 shall abridge or impair any dissenter's appraisal shares or their equivalent rights that may otherwise be available to the members or shareholders or other holders of an interest, in any constituent entity." A constituent entity is defined as "each person that is a party to a merger or consolidation subject to K.S.A. 17-7701 through 17-7708." K.S.A. 17-7702(a).
The plaintiffs and the defendants seem to agree that the merger between MR Imaging Center, L.P., and MRI, LLC, is governed by this statutory authority. They disagree, however, whether this is the only statutory authority which can be utilized in assessing statutory appraisal or buyout rights to the limited partners in this case.
"The right to appraisal under Kansas law is purely statutory." Wichers v. Solomon Valley Feed Lot, Inc., 10 Kan. App. 2d 486, 487, 704 P.2d 383 (1985). Appraisal statutes should be liberally construed for the protection of the dissenting shareholders; however, "'a liberal construction does not call for an abandonment of orderly procedure prescribed by statute.' [Citation omitted.]" Vernon v. Commerce Financial Corp., 32 Kan. App. 2d 506, 509, 85 P.3d 211 (2004). In Wichers, the Kansas Court of Appeals held that dissenting shareholders exercising their appraisal rights were not entitled to an element of value they sought which was specifically excluded by the appraisal statute. 10 Kan. App. 2d at 487.
The defendants rely upon the doctrine of independent legal significance in support of their argument. "Under the doctrine of independent legal significance, action taken under one article of the Kansas Corporation Code is legally independent and its validity not dependent upon nor to be tested by the requirements of other unrelated sections under which the same result may be attained by different means." In re Hesston Corp., 254 Kan. 941, Syl. ¶ 7, 870 P.2d 17 (1994). In Hesston, this court found that merger is legally distinct from redemption under the Kansas Corporation Code, "in that Article 67 allows one or more corporations to merge or consolidate, and Article 64 governs redemption of the stock." 254 Kan. 941, Syl. ¶ 8.
The defendants argue the doctrine of independent legal significance prevents the plaintiffs from inferring any appraisal rights from the partnership-to-partnership merger statutes found in KUPA, specifically, K.S.A. 56a-906(e), because the exclusive authority for the merger in this case was under K.S.A. 17-7701 et seq., which does not provide for appraisal rights. Citing various merger statutes, the defendants point out that no appraisal rights exist for the merger of two limited partnerships under K.S.A. 56-1a609 of KRULPA and that appraisal rights must be contained in the operating or merger agreements for the merger of two limited liability corporations under K.S.A. 2005 Supp. 17-7682. They contend it is the prerogative of the legislature to provide appraisal rights for one form of merger but not for another, and each entity merger must comply with the strictures of the authorizing statute and is limited to the remedies found in the authorizing statute.
The plaintiffs counter that the doctrine of independent legal significance requires, rather than precludes, that plaintiffs be granted their buyout price remedies under KUPA. They reason that if Via Christi performed this merger under the Mixed Entity Merger statutes, then the entire statutory framework for the merger applies. They contend the defendants' argument disregards the express language of the Mixed Entity Merger statutes, which preserves "any dissenter's appraisal shares or their equivalent rights that may otherwise be available to the members or shareholders or other holders of an interest, in any constituent entity." (Emphasis added.) See K.S.A. 17-7707(k).
None of the other statutory provisions, as discussed below, provide for the merger of a limited partnership with a limited liability company. As such, the parties are correct that K.S.A. 2005 Supp. 17-7701(d) and K.S.A. 17-7703 provide the statutory authority for the merger in this case, and the parties are bound by that authority pursuant to the independent legal significance doctrine. Although these statutes do not themselves grant statutory appraisal or buyout rights, the plaintiffs are correct that the doctrine of independent legal significance would not preclude looking outside of the Mixed Entity Merger statutes based upon the plain language of K.S.A. 17-7707(k), which preserves any appraisal or equivalent rights which may otherwise be available to the limited partners in this case. In fact, the defendants seem to acknowledge that this doctrine does not preclude looking beyond K.S.A. 17-7701 et seq., as they concede that subsection (k) would not abridge appraisal rights that might exist in the operating or merger agreement of a limited liability company under K.S.A. 2005 Supp. 17-7682. Thus, our analysis shifts to whether the provisions of KRULPA or KUPA provide for statutory appraisal or buyout rights to the limited partner plaintiffs in this case.
(2) Kansas Revised Uniform Limited Partnership Act (K.S.A. 56-1a01 et seq.)
The Kansas Revised Uniform Limited Partnership Act (KRULPA) is based upon the Revised Uniform Limited Partnership Act of 1976 (RULPA), 6 U.L.A. 220 (2003), and the Delaware Revised Uniform Limited Partnership Act (Del. Code Ann. 6, § 15-101 et seq. [2005]) and applies to all domestic limited partnerships formed after January 1, 1984. See K.S.A. 56-1a603(a); K.S.A. 56-1a01 et seq., Revisor's Note to KRULPA, Article 1a; Temple v. White Lakes Plaza Assoc., Ltd., 15 Kan. App. 2d 771, 777, 816 P.2d 399 (1991).
"The Uniform Partnership Act and case law developed thereunder have been applied to limited partnerships. 59A Am. Jur. 2d, Partnerships § 1235. Additionally, RULPA itself provides that for cases not covered by its provisions, the Kansas Uniform Partnership Act (KUPA) . . . should be applied. K.S.A. 56-1a604." Temple, 15 Kan. App. 2d at 778. See K.S.A. 56-1a604 ("In any case not provided for in the Kansas revised limited partnership act, the provisions of the Kansas uniform partnership act [K.S.A. 56a-101 et seq., and amendments thereto] shall govern.").
The plaintiffs argue that the defendants have sought to shift this case from a question of rights that limited partners have upon their involuntary dissociation from a partnership to a question of appraisal rights in the event of the merger. They argue the defendants frame the case as being limited to rights granted by certain Kansas Corporation Code provisions, while giving no recognition to the rights expressly reserved to dissociated partners under applicable partnership law. As such, they claim it is necessary to examine the provisions of KRULPA and KUPA.
The plaintiffs continue that although KRULPA contains provisions for the withdrawal of a limited partner, the dissolution and winding up of a limited partnership, and the merger of a domestic limited partnership with or into one or more limited partnerships, it does not provide for the dissociation of a limited partner, the right of a dissociated partner to a determination of the buyout price of the partner's interest, or the merger of a limited partnership with any type of entity other than another limited partnership. As such, they contend the provisions of KUPA apply pursuant to K.S.A. 56-1a604.
The defendants contend that one does not reach or use K.S.A. 56a-601 (KUPA) for dissociation resulting from withdrawal because withdrawal of a limited partner is specifically provided for in K.S.A. 56-1a353(b) (KRULPA):
"A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw, the limited partner shall have no right to withdraw."
Additionally, K.S.A. 56-1a354 provides:
"Except as provided in K.S.A. 56-1a351 through 56-1a358, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement. If not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner's interest in the limited partnership as of the date of withdrawal, based upon the partner's right to share in distributions from the limited partnership." (Emphasis added.)
Our review of these statutes reveals that the defendants' argument is without merit. As the plaintiffs point out in their reply brief, the plaintiffs never sought to withdraw from the limited partnership, such withdrawal was not permitted by the limited partnership agreement or K.S.A. 56-1a353(b), and their claims were not based upon the right to withdraw or the rights available to a limited partner who withdraws from the limited partnership. Rather, the question to be resolved under this issue is whether KRULPA provides any appraisal or buyout rights to involuntarily dissociated limited partners of a limited partnership following a merger with a limited liability company.
KRULPA does not provide for the rights of a dissociated limited partner, nor does it provide for the merger of a limited partnership with anything other than another limited partnership: "Pursuant to an agreement, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this state or any other state, with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership." K.S.A. 56-1a609(a). As the defendants point out, this lone merger statute does not provide for appraisal rights, payments for fair value, payment of interest, appraiser fees, expert fees, or attorney fees. Nevertheless, it is inapplicable to this case involving the merger of a limited partnership with a limited liability company.
Further support for the conclusion that KRULPA does not provide for the rights of dissociated limited partners upon a merger is found by examining the 2001 revisions to RULPA. In 2001, the Drafting Committee for the New Uniform Limited Partnership Act dramatically revised RULPA to create a new "stand alone" act which was "de-linked" from both UPA and RUPA. The Committee explained that the stand alone act was preferable in part because the consequences of linkage were not always clear and it would eliminate confusion as to which issues were solely subject to RULPA and which required reference to RUPA. See Uniform Limited Partnership Act (2001) (ULPA), 6A U.L.A. 2, Prefatory Note, pp. 3-4 (2003).
In comparing RULPA with the new 2001 limited partnership act, the Committee specifically recognized that RULPA did not address limited partner involuntary dissociation, but the new Act provides a lengthy list of causes, taken with some modification from RUPA § 601 (see K.S.A. 56a-601). Contrary to the current version of KRULPA, the 2001 ULPA specifically provides that a limited partner is dissociated due to "the limited partnership's participation in a conversion or merger under [Article] 11, if the limited partnership: . . . (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner." ULPA § 601(b)(10)(B), 6A U.L.A. at 72.
Further, the 2001 ULPA specifically permits the merger of a limited partnership with one or more other constituent entities, and the plan of merger must be consented to by all the partners of a constituent limited partnership. See ULPA §§ 1106(a) and 1107(a), 6A U.L.A. at 110-11. Interestingly, the Comment to § 1107(a) provides in relevant part: "[T]he partnership agreement may state a different quantum of consent or provide a completely different approval mechanism. Varying this subsection's rule