Judge Cary Douglas (“C-Doug”) Pugh echoes the words of Judge Paris in Walker Church Greene 819, LLC, 830 Oconee, LLC, Tax Matters Partner, T. C. Memo. 2026-11, filed 2/3/26. Once again, a bunch partners (hi, Judge Holmes) try to jump in on the eve of settlement, after three (count ’em, three) years of doing nothing (see T.C. Memo. 2026-11, at p. 8). The big difference seems to be that the bunch own 62.27% of Walker; the other cases (see my blogpost “So Ya Wanna Participate?” 9/17/25) involved partners owning much smaller interests.

Mox nix, says Judge Pugh.

“This distinction does not change our conclusion. First, the Objecting Partners had three years to participate as of right or by Court leave and failed to do so. Moreover, the Objecting Partners do not explain what prompted their Motions for Leave beyond vague generalities. Thus, even if they ‘acted promptly upon discovery that the TMP was not protecting their interests,’ they did not provide the necessary facts to allow us to evaluate their assertion that the TMP was not protecting their interests. We will not infer a substantial showing simply because the Objecting Partners represent a majority of the partnership interests and disagree with the settlement terms. More is required beyond conclusory statements.” T. C. Memo. 2026-11, at p. 7. (Emphasis by the Court.)

Again, no showing that the TMP breached fiduciary duty, nor that OPs were ready and able to litigate. Each partner has a separate interest, but they haven’t represented they’d all be united in strategy and result, even though all have the same counsel.

Taishoff says conflict of interest, anyone?