All other distributions made pursuant to this Agreement shall be made in cash or Securities or both, as the Managing Partners may in their discretion determine. This provision is enforceable. Riviera Congress Assocs. Section 3.08 of the Duo and Agar partnership agreements gives the general partners the right to establish reserves for estimated accrued expenses and reserves for unknown or unfixed liabilities or contingencies. Payment of litigation expenses constitutes a potential partnership liability.
Defendants allege that they acted in accordance with advice from counsel.
Although plaintiffs argue further that defendants wasted partnership assets by using numerous sets of attorneys, this creates a factual issue as whether defendants acted reasonably. Second, plaintiffs have not demonstrated irreparable harm. Damages compensable in money and capable of calculation, although with some difficulty, do not constitute irreparable harm. SportsChannel America Assocs. Plaintiffs have not alleged that they are faced with destruction of the partnership as a viable entity.