Two business partners entered into a limited partnership agreement for the construction of residential complexes but when the limited partner demanded to review the partnership documents, the general partner refused to surrender anything beyond the financial reports.
The Court held that the limited partner has the right to receive and review the requested documents. Three types of agreements must be distinguished, an agreement between private individuals, an agreement between businesses and a consumer agreement. When it comes to an agreement between two businesses which had legal representation and understood the language of the agreement, the language of the agreement between them must be given dominance. This is a business agreement between two companies that were well represented and that understood the meaning of the agreement, therefore the agreement should be interpreted according to the language of the agreement without seeking the intent of the parties. Even if the Partnership Ordinance is an outdated legislation that does not address the issues of the type that arose in this case, from the moment that the parties - who are sophisticated parties who received legal advice in the drafting of their contract - were aware of the differences between incorporation in a partnership and incorporation in a company but chose not to apply the corporate law, corporate law will not apply even the partnership acts in a manner similar to a company. In the partnership agreement there is a clear text that defines the documents as all the documents related to the partnership's activities and its transactions, therefore the limited partner must be given the right to inspect the documents as requested in the provisions of the full partnership agreement, even if according to company law he did not have such a rightTherefore, the limited partner must be given the right to inspect all the documents, even if under the corporate laws it has no such right.