Argued December 9, 2014.
Appeal from the United States District Court for the Eastern District of Virginia, at Alexandria. (1:13-cv-189-LO-TCB). Liam O'Grady, District Judge.
Roger Alexander Hayden, II, PASTERNAK & FIDIS, P.C., Bethesda, Maryland, for Appellants.
Kerr Stewart Evans, Jr., EVANSSTARETT PLC, Fairfax, Virginia, for Appellees.
Nathan S. Brill, PASTERNAK & FIDIS, P.C., for Appellants.
Before WILKINSON, SHEDD, and THACKER, Circuit Judges. Judge Shedd wrote the opinion in which Judge Wilkinson and Judge Thacker joined.
SHEDD, Circuit Judge:
In May 2011, Diane Z. Kirsch assigned her limited partnership interest (" Interest" ) in the Lee Graham Shopping Center Limited Partnership (" Partnership" ), a business closely held by members of two families, to the Diane Z. Kirsch Family Trust (" Kirsch Trust" ). By the terms of the Kirsch Trust, the Interest was to pass to another trust, established for the benefit of her long-term companion Wayne Cullen (" Cullen Trust" ), upon Kirsch's death. Kirsch died in January 2012, and at that time, the Interest passed to the Cullen Trust as provided by the Kirsch Trust. In February 2013, the Partnership filed suit in the Eastern District of Virginia, seeking a declaratory judgment that the Partnership Agreement forbids the transfer of the Interest to the Cullen Trust. Cullen asserted a number of related counterclaims. The district court granted summary judgment to the Partnership on all claims, and Cullen now appeals. For the reasons that follow, we affirm.
The Lee Graham Shopping Center partnership, in Falls Church, Virginia, was founded as a general partnership between Dr. Paul E. Zehfuss and T. Eugene Smith in 1969. In 1984, Zehfuss and Smith converted the general partnership to a limited partnership and adopted a partnership agreement (" Agreement" ) memorializing the change. Dr. Zehfuss then gifted interests of four percent in the Partnership to several family members, including his daughter, Diane Kirsch. He died in May 1985, leaving additional interests in the Partnership to Kirsch through his will.
By 2011, Kirsch had been diagnosed with terminal cancer and began the process of estate planning. In May 2011, she assigned ...