General Partnership Agreement of Linden & Voss Vineyards
A California General Partnership — Formed this 4th day of May, 2026
This Partnership Agreement (this “Agreement”) is made and entered into on this 4th day of May, 2026 by and among the persons set forth on Schedule A below (each a “Partner” and collectively the “Partners”), who hereby agree to form a general partnership under the laws of the State of California, with principal offices at 1820 Silverado Trail, St. Helena, CA 94574.
Article I. Formation, Name and Purpose
Section 1.1 — Name. The Partnership shall conduct business under the name Linden & Voss Vineyards, or such other name as the Partners may from time to time agree upon in writing.
Section 1.2 — Principal Place of Business. The principal place of business shall be 1820 Silverado Trail, St. Helena, CA 94574, or such other location as the Partners may designate.
Section 1.3 — Purpose. The Partnership is formed for the purpose of owning, operating, and developing the Linden vineyard property; producing, marketing, and selling estate wines; and engaging in such ancillary direct-to-consumer hospitality and trade activities as are necessary or convenient thereto, together with such other lawful activities reasonably related thereto as the Partners may from time to time agree.
Section 1.4 — Term. The Partnership shall commence on the date hereof and shall continue until dissolved in accordance with Article VIII of this Agreement.
Article II. Capital Contributions
Section 2.1 — Initial Contributions. Each Partner shall contribute to the capital of the Partnership the amount set forth opposite his or her name on Schedule A. In consideration thereof, each Partner shall receive the Partnership Interest set forth opposite his or her name on Schedule A.
| Partner |
Address |
Initial Capital Contribution |
Partnership Interest |
| Eleanor Linden |
1820 Silverado Trail, St. Helena, CA 94574 |
$750,000.00 |
50% |
| Marcus Voss |
240 Atlas Peak Road, Napa, CA 94558 |
$600,000.00 |
40% |
| Aurelia Reyes-Linden |
1820 Silverado Trail, St. Helena, CA 94574 |
$150,000.00 |
10% |
Section 2.2 — Additional Contributions. No Partner shall be required to make additional capital contributions beyond the initial contribution set forth in Schedule A. Additional contributions may be made by unanimous written agreement of the Partners, with appropriate corresponding adjustments to Partnership Interests as the Partners shall determine at such time.
Section 2.3 — Withdrawals. No Partner shall withdraw any portion of his or her capital contribution without the unanimous written consent of the other Partners.
Article III. Profits, Losses and Distributions
Section 3.1 — Allocation. All profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective Partnership Interests.
Section 3.2 — Distributions. Available cash of the Partnership, after retention of such reserves as the Partners shall reasonably determine for working capital, taxes, and contingencies, shall be distributed to the Partners on a quarterly basis in proportion to their respective Partnership Interests.
Section 3.3 — Tax Distributions. The Partnership shall use commercially reasonable efforts to distribute, prior to each quarterly federal estimated tax payment date, amounts sufficient to permit each Partner to pay the estimated federal and state income taxes attributable to his or her allocable share of Partnership income, calculated at the highest combined marginal rate applicable to any Partner.
Article IV. Management and Authority
Section 4.1 — Equal Management. Each Partner shall have equal rights in the management and conduct of the Partnership business, regardless of Partnership Interest, except as otherwise expressly provided in this Agreement. Day-to-day decisions in the ordinary course of business may be made by any Partner.
Section 4.2 — Major Decisions. Notwithstanding Section 4.1, the following decisions shall require the affirmative written consent of Partners holding at least 67% of the Partnership Interests:
- Sale, lease, or other disposition of all or substantially all of the Partnership's assets, or any single vineyard parcel.
- Incurring indebtedness in excess of $250,000 or pledging Partnership assets as security.
- Amendment to this Agreement or admission of a new Partner.
- Approval of the annual operating budget and capital plan.
- Engaging in any business activity outside the scope of the Partnership's stated purpose.
- Filing for bankruptcy or similar proceeding on behalf of the Partnership.
- Hiring of any Partner relative or commencing any related-party transaction valued in excess of $25,000 per year.
Section 4.3 — Time and Effort. Each Partner shall devote such time and effort to the Partnership as is reasonably necessary for the conduct of its business. The Partners acknowledge that the Partnership shall not be the sole or exclusive professional or business activity of any Partner unless otherwise agreed in writing.
Article V. Partner Duties and Compensation
Section 5.1 — Salaries. No Partner shall be entitled to a salary or other compensation for services rendered to the Partnership except as expressly approved in writing by all Partners. Any such compensation shall be treated as a Partnership expense, not as a distribution.
Section 5.2 — Expense Reimbursement. The Partnership shall reimburse each Partner for ordinary and necessary expenses incurred on behalf of the Partnership in accordance with the Partnership’s expense policy, upon submission of appropriate documentation.
Section 5.3 — Fiduciary Duties. Each Partner owes the Partnership and the other Partners the duties of loyalty and care imposed by applicable law. Each Partner shall act in good faith, with reasonable prudence, and in the best interests of the Partnership.
Article VI. Books, Records and Banking
Section 6.1 — Books and Records. The Partnership shall maintain at its principal place of business complete and accurate books of account, prepared in accordance with generally accepted accounting principles consistently applied. Each Partner shall have full access to the books and records at all reasonable times.
Section 6.2 — Fiscal Year. The fiscal year of the Partnership shall be the calendar year unless otherwise required by the Internal Revenue Code or determined by the Partners.
Section 6.3 — Banking. All funds of the Partnership shall be deposited in such bank accounts as the Partners shall designate. Withdrawals from Partnership accounts in excess of $10,000 shall require the signature of at least two (2) Partners.
Section 6.4 — Tax Returns. The Partnership shall cause to be prepared and timely filed all required federal, state, and local tax returns. A Schedule K-1 shall be delivered to each Partner within ninety (90) days after the close of each fiscal year.
Article VII. Transfer of Interests; New Partners
Section 7.1 — Restriction on Transfer. No Partner shall sell, assign, pledge, encumber, or otherwise transfer all or any portion of his or her Partnership Interest, in whole or in part, without first complying with this Article. Any purported transfer in violation of this Article shall be null and void.
Section 7.2 — Right of First Refusal. Before any Partner (a “Selling Partner”) transfers any Partnership Interest to a third party, the Selling Partner shall deliver written notice to the other Partners and the Partnership describing the proposed transferee, the consideration, and all material terms. The Partnership shall have thirty (30) days to elect to repurchase the offered Interest on the terms set forth in the notice; failing such election, the other Partners shall have an additional thirty (30) days to elect to purchase the offered Interest pro rata.
Section 7.3 — Admission of New Partners. Additional persons may be admitted as Partners only upon the unanimous written consent of the existing Partners and execution of a joinder to this Agreement.
Article VIII. Dissolution and Winding Up
Section 8.1 — Events of Dissolution. The Partnership shall be dissolved upon the first to occur of: (a) the written agreement of Partners holding at least 67% of the Partnership Interests; (b) the death, incapacity, retirement, bankruptcy, or expulsion of any Partner, unless within ninety (90) days of such event the remaining Partners unanimously agree to continue the Partnership; or (c) the completion of the Partnership’s purpose or the sale of all or substantially all of the Partnership’s assets.
Section 8.2 — Winding Up. Upon dissolution, the Partners shall wind up the affairs of the Partnership in an orderly manner, including by selling Partnership assets, paying or providing for Partnership liabilities in the priority required by law, returning capital contributions, and distributing any remaining assets to the Partners in proportion to their positive capital account balances.
Section 8.3 — Buy-Out of Departing Partner. If a Partner withdraws, dies, becomes incapacitated, or is expelled, the Partnership (or the remaining Partners) shall have the option, exercisable within ninety (90) days, to purchase the departing Partner’s (or estate’s) Interest at fair value as determined in good faith by the Partners and the departing Partner (or the departing Partner’s representative), with payment in equal monthly installments over a period not to exceed thirty-six (36) months.
Article IX. Indemnification
The Partnership shall indemnify and hold harmless each Partner from and against any loss, damage, liability, or expense (including reasonable attorneys’ fees) incurred by reason of any act or omission performed in good faith on behalf of the Partnership and reasonably believed to be within the scope of authority conferred by this Agreement, except for acts or omissions constituting fraud, willful misconduct, or gross negligence. Indemnification shall be payable solely from Partnership assets and shall not impose personal liability on any other Partner beyond his or her Partnership Interest.
Article X. Dispute Resolution
The Partners shall use their best efforts to resolve any dispute arising under this Agreement amicably. If a dispute cannot be resolved by good-faith negotiation within thirty (30) days, the Partners shall submit the dispute to non-binding mediation in Napa County, California. If mediation fails to resolve the dispute within sixty (60) days of the original demand, any Partner may submit the dispute to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, to be held in Napa County, California before a single arbitrator. The arbitrator’s award shall be final and may be entered as a judgment in any court of competent jurisdiction.
Article XI. General Provisions
Section 11.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.
Section 11.2 — Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by overnight courier, or sent by certified mail to the addresses set forth on Schedule A, or such other address as a Partner may designate in writing.
Section 11.3 — Entire Agreement. This Agreement constitutes the entire agreement among the Partners regarding the subject matter hereof and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by all Partners.
Section 11.4 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument. Signatures delivered electronically shall have the same effect as original signatures.
IN WITNESS WHEREOF, the undersigned Partners have caused this Partnership Agreement to be executed as of the date first written above, and intend hereby to be legally bound.
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Eleanor Linden
Partner — 50% Interest
Date: ____________________
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Marcus Voss
Partner — 40% Interest
Date: ____________________
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Aurelia Reyes-Linden
Partner — 10% Interest
Date: ____________________
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