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Bartlett v. Pickford

United States District Court, D. Maryland

December 31, 2014

CHRISTY PICKFORD BARTLETT, et al., Plaintiffs,
v.
CECILE E. PICKFORD, Defendant.

MEMORANDUM

ELLEN LIPTON HOLLANDER, District Judge.

This intra-family dispute pits siblings against each other with respect to valuable real estate located in Talbot County, Maryland.

Christy Pickford Bartlett, [1] as General and Limited Partner of Pickwick Farm Limited Partnership, Trustee of the Patricia Pickford Revocable Trust, and Co-Trustee of the Stephen Pickford and April Pickford Trust; Barbara "Bobbe" P. Mundt;[2] and Judith "Gigi" Pickford Barse, plaintiffs, filed suit against defendant Cecile E. Pickford, as General Partner of Pickwick Farm Limited Partnership. See ECF 2 ("Complaint").[3] At the center of the controversy is a 76-acre farm[4] ("Farm") located in Maryland, owned by the Pickwick Farm Limited Partnership ("Pickwick Farm LP").

From its inception, Pickwick Farm LP has been managed by its two general partners, Bartlett and Pickford. ECF 2 at ¶ 11, 15. Barse and Mundt, as limited partners of Pickwick Farm LP, do not have responsibility for the management or operation of the entity's business. Id. ¶ 17. With respect to any sale of the Farm, such a transaction requires, inter alia, joint consent of Pickwick Farm LP's two general partners. See Agreement of Limited Partnership of Pickwick Farm Limited Partnership dated November 17, 1992 ("LP Agreement, " ECF 38-3), Art. VIII.A.

In May 2013, the Pickwick Farm LP "received an offer" of $2.7 million for the purchase of the Farm. ECF 2 ¶ 22. Despite the desire of Bartlett, Barse, and Mundt to pursue the sale, Pickford withheld her consent and effectively blocked the transaction. Id. ¶ 39.

Because of Ms. Pickford's unwillingness to sell the Farm and the failure of Pickwick Farm LP to operate with a profit, plaintiffs filed suit against defendant. ECF 2. The Complaint contains four counts: Count I, "Specific Performance"; Count II, "Declaratory Judgment - Injunctive Relief"/"Sale of the Farm"; Count III, "Declaratory Judgment - Injunctive Relief"/"Removal of Cecile as a General Partner"; and Count IV, "Judicial Dissolution [of Pickwick Farm LP], " as an "alternative to the relief sought in Counts I and II." Id.

Currently before the Court is plaintiffs' pre-discovery Motion for Summary Judgment (ECF 38). In support of the Motion, plaintiffs submitted a Memorandum (ECF 38-1) (collectively, "Motion"), and five exhibits.[5] Defendant filed an opposition to the Motion (ECF 40, "Opposition") and appended the Affidavit of Ms. Pickford as well as a copy of the LP Agreement (ECF 40-1). Plaintiffs Bartlett and Barse filed a Reply (ECF 41, "Reply"), along with a Supplemental Affidavit of Christy Pickford Bartlett ("Supp. Bartlett Aff.", ECF 41-1).

The Motion has been fully briefed and no hearing is necessary to resolve it. See Local Rule 105.6. For the reasons that follow, I will deny the Motion as premature.

FACTUAL BACKGROUND

Thomas Pickford, II ("Mr. Pickford") had four children with Patricia Wyeth, his first wife: Bobbe, Christy, Patricia and Thomas Pickford, III. Mr. Pickford had one child with Nancy Lidstone, his second wife: Nicole Pickford Purner. Mr. Pickford also legally adopted two of Patricia Wyeth's daughters, Cecile and Gigi. Mr. Pickford passed away on or about May 26, 2003. ECF 2 ¶ 14.

In November or December 1992, Mr. Pickford formed Pickwick Farm LP "to hold a seventy-six acre farm." See Affidavit of Cecile E. Pickford ¶ 2 ("Pickford Aff.", ECF 40-1); ECF 2 ¶ 11. The Farm has about 1, 500 feet of waterfront, but no buildings. See Affidavit of Christy Pickford Bartlett ¶ 3 ("Bartlett Aff.", ECF 38-2). Pickwick Farm LP's purpose is the "managing, operating, developing, and otherwise dealing with the [Farm] for the production of profit" and "all activities incidental thereto." LP Agreement Art. II. (ECF 38-3). However, because the Farm is located in a Chesapeake Bay Critical Area, there are restrictions on its use. Bartlett Aff.¶ 3 (ECF 38-2).

Plaintiffs allege that Mr. Pickford sought to "ensure that his assets would be used equally for the care, support and maintenance of his seven children." ECF 2 ¶ 9. Ms. Bartlett adds in her Affidavit that her father created Pickwick Farm LP "to insure [his children's] financial stability and independence in [their] later years." Bartlett Aff. ¶ 2 (ECF 38-2). According to Ms. Pickford, however, her father conveyed the Farm to Pickwick Farm LP "to protect [the Farm] from a bankruptcy proceeding that his business partner in the Pickford-Joy Enterprises Limited Partnership became embroiled in." Pickford Aff. ¶ 2 (ECF 40-1).[6]

Seven individuals and/or entities hold an equal share in Pickwick Farm LP. They are plaintiffs Bartlett, Mundt, and Barse; defendant Pickford; Nicole Pickford Purner, who is not a party to this litigation but is a limited partner of Pickwick Farm LP; and two entities: the Stephen Pickford and April Pickford Trust, and the Patricia Pickford Revocable Trust. See Pickford Aff. ¶ 5 (ECF 40-1).[7] Pickwick Farm LP has two general partners-plaintiff Bartlett and defendant Pickford, who are daughters of Mr. Pickford. Each holds a 1% general partnership interest and a 13.2857 limited partnership interest. LP Agreement Art. IV. (ECF 38-3); Pickford Aff. ¶ 3 (ECF 40-1). Pickwick Farm LP's other five partners are limited partners, each holding a 14.2857 limited partnership interest. Id.

As to the management of business and operations of Pickwick Farm LP, the LP Agreement provides the following, LP Agreement Art. V. ...


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