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A New York judge has thrown out a lawsuit by the former managing partner of Fish & Neave and another former partner charging that their old firm improperly altered its partnership agreement to penalize them financially as departing partners. W. Edward Bailey, the managing partner of the intellectual property firm from 1994 to 2000, and Kevin J. Culligan, who was on the firm’s management committee, left Fish & Neave last May and June, respectively, to join the New York office of King & Spalding. They filed suit in November, shortly after Fish & Neave announced a merger with Boston’s Ropes & Gray. The merger closed in January, and the combined firm now uses the Ropes & Gray name. In their suit, Bailey and Culligan claimed that the firm owed them a combined $2.4 million in unreturned capital and unpaid compensation. They claimed that a May 2004 amendment to the partnership agreement that would defer such payments was void because the vote approving it had not been unanimous. But in dismissing their claims, the trial judge, Benjamin Fried, said it was clear that the partnership agreement did not require unanimous approval of business decisions. He noted that even dissolution of the firm could be achieved with a simple majority. “Indeed, it would be anomalous for the Partnership Agreement to permit the firm to be dissolved entirely by majority vote, but then to bar amendment to the partner payment process without unanimous consent,” Fried wrote in Bailey v. Fish & Neave, No. 650132/04 (New York Co., N.Y., Sup. Ct.).

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