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REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND No. 1356 September Term, 2002 _______________________________

EDWARD GOLDSTEIN V. 91ST STREET JOINT VENTURE, ET AL.

_______________________________ Hollander, Salmon, Eyler, James R., JJ. _______________________________ Opinion by Salmon, J. Filed: November 5, 2003

This appeal concerns another engagement in an ongoing war between Edward S. Goldstein and entities controlled by Malcolm Berman. Facts related to other battles between these litigants

have been discussed by us in 91st Street Joint Venture v. Goldstein, 114 Md. App. 561 (1997) ("Goldstein I"), and Goldstein v. 91st Street Joint Venture, 131 Md. App. 546, cert. denied, 316 Md. 273 (2000) ("Goldstein II").

I. The 91st Street whose Joint

BACKGROUND Venture are Joint is a Maryland general Inc.,

partnership,

partners

Venture

Holding, the

Princess Hotel

Limited

Partnership

(collectively,

"Berman

Partners"), and Goldstein.

Malcolm C. Berman controls the Berman

Partners, which owns 99.9671 percent of 91st Street Joint Venture (hereinafter "the Partnership"), and Goldstein owns the remaining .0329 percent. The Partnership built, and currently owns, the Princess Royale Hotel and Convention Center in Ocean City, Maryland. Serious

disputes arose between the parties in the 1990's, resulting in the disputes being submitted to binding arbitration. On September 29,

1997, the arbitrator entered an award, which said in pertinent part: "[The Berman Partners] in are ordered and with directed the to

dissolve...[the

Partnership]

accordance

Maryland

Uniform Partnership Act."

Immediately thereafter, still another

dispute arose as to whether, under the terms of the arbitrator's

decision,

the

Partnership

should

be

dissolved

pursuant

to

section 9-609(a) of the Corporations and Associations Article of the Maryland Code (1975, 1993 Repl. Vol. & 1998 Supp.) or under section 9-609(b) of that article. At all times here pertinent, section 9-609 was a part of the Maryland Uniform Partnership Act1 ("UPA"). Section 9-609 provided, in pertinent part, as follows: Rights of partners as to application of partnership property. (a) General rule.

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