The majority partner does not violate the duty of loyalty by merely buying out the minority partners. As long as the majority partner engages in good faith and fair dealing, then the court will not find a violation of the duty of loyalty.
In this case, the majority partner offered the minority members above the fair market price of their assets for those partners who voluntary left and a fair market price for those who stayed on. Based on those facts, the company has not violated a duty of loyalty.
A F B can sue J or C Palace for the action made because the partners of the firm are jointly and severally liable for all partnership commitments and debts.
A F B should have taken several steps before going for a suit against J individually. Generally, a creditor is not authorized to collect partnership debt from a partner of a non-bankrupt partnership unlesss, he makes a first attempt to collect from the partnership, or convincing a court that the attempt would not succeed.
Yes, the court may order a dissolution of a partnership in cases where it would be impractical for the partnership to continue.
In this case, the two partners who planned to develop the land had both died and none of their heirs had indicated any interest in developing the property. Arguably, since neither party planned to develop the land in accordance with the original partners' intent, the court could order the dissolution of the partnership.