J-A01008-19


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

 RUKHSANA HASIB                           :   IN THE SUPERIOR COURT OF
                                          :        PENNSYLVANIA
                                          :
              v.                          :
                                          :
                                          :
 MAHMOOD CHOUDHURY                        :
                                          :
                    Appellant             :   No. 514 EDA 2018

                   Appeal from the Order January 17, 2018
               In the Court of Common Pleas of Bucks County
                Civil Division at No(s): No. 2010-60229-D-Q


BEFORE: OTT, J., STABILE, J., and McLAUGHLIN, J.

MEMORANDUM BY OTT, J.:                                 Filed June 10, 2019

      Mahmood Choudhury appeals from the order entered on January 17,

2018, in the Court of Common Pleas of Bucks County, granting a divorce

between him and Rukhsana Hasib and distributing the marital assets. In this

timely appeal, Choudhury raises 17 issues, only one of which is adequately

developed. Following a thorough review of the submissions by the parties,

relevant law, and the certified record, we affirm in part and reverse in part.

      The trial court provided this summation of the history of this case in its

Pa.R.A.P. 1925(a) opinion.

      Rukhsana Hasib [Hasib] filed a Complaint in Divorce with claims
      for Equitable Distribution, Alimony, Counsel Fees and Costs on
      January 26, 2010. Both parties attended an Equitable Distribution
      hearing before a Divorce Master on July 12, 2017, and were
      thereafter served with the Report of the Divorce Master on August
      1, 2017. [Choudhury] filed a Motion for De Novo Hearing on
      August 12, 2017 and an Equitable Distribution Hearing was
      subsequently scheduled for January 9, 2018.
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     On December 13, 2017, [Hasib’s] counsel sent a request for a
     continuance of the hearing indicating that the parties were in
     settlement discussions.   We denied this joint request for a
     continuance, as they had almost a month before the scheduled
     hearing to continue to discuss the potential for settlement and
     because this matter had been pending for almost eight years and
     had been the subject of numerous hearings before the Court in
     the past. We felt that the request was an attempt to delay this
     case even further.

     Mid-day on the day before the scheduled Equitable Distribution
     Hearing, [Choudhury] sent a letter via facsimile to our chambers,
     requesting a continuance due to an alleged health-related issues
     [sic] stemming from an incident that occurred about a week prior
     to the scheduled hearing.      [Choudhury] did not offer any
     documentation from a physician indicating he should not attend
     the hearing due to medical reasons. We ultimately denied
     [Choudhury’s] extremely short-notice request for a continuance
     on the day that the request was received in Chambers. That
     afternoon, [Hasib’s] counsel was informed of the denial via
     telephone, and was asked to communicate this to Mr. Choudhury.
     Counsel indicated at the hearing on January 9, 2018, that on the
     day of the denial of the request for a continuance, she sent
     [Choudhury] an email to the email address he had previously used
     to communicate with both her and the Court, informing him that
     the continuance request was denied.

     Choudhury did not appear at the Equitable Distribution Hearing
     the following day, January 9, 2018. Prior to the start of the actual
     hearing we instructed [Hasib’s] counsel to attempt to contact Mr.
     Choudhury to find out whether he planned to attend the hearing.
     Counsel made multiple attempts to contact [Choudhury] both on
     his home phone and his cell phone. Counsel informed the Court
     that [Choudhury’s] home phone number voicemail indicated that
     the memory was full, so she was unable to leave a message. After
     calling his cell phone twice, Counsel was able to leave a message
     on his cell phone. After not hearing back from [Choudhury], we
     ultimately proceeded with the De Novo Hearing without his
     presence. At the conclusion of the hearing, [Hasib’s] Counsel was
     instructed to prepare and submit a proposed order and decree to
     chambers within one week of the hearing. The final Decree and
     Order was entered on January 17, 2018.




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      On February 14, 2017, [Choudhury] filed his Notice of Appeal to
      the Superior Court. Then, on March 6, 2018, [Choudhury] filed a
      Motion to Reconsider the Order dated January 17, 2018.
      [Choudhury’s] Motion to Reconsider was not addressed due to the
      pending appeal and the expiration of the time period for
      reconsideration.

Trial Court Opinion, 4/17/2018, at 1-2.

      Choudhury is not challenging the aspect of the order granting the

divorce. Rather, he is attempting to challenge various aspects of the order

regarding equitable distribution. The January 17, 2018, order and decree has

20 numbered paragraphs. We will address aspects of paragraphs 12, 13 and

15. The relevant language of each paragraph is as follows:

      12. [Hasib] is awarded 50% of [Choudhury’s] 1% interest as
      General Partner of Sovereign Realty Investments, LP, and the
      parties are hereafter Co-General Partners, with equal rights,
      responsibilities, duties and obligations. . . .

      13. [Hasib] is awarded 50% of [Choudhury’s] 1% interest as
      General Partner of Cabochon Properties, LP, and the parties are
      hereafter Co-General Partners, with equal rights, responsibilities,
      duties and obligations. . . .

      15. [Hasib] is awarded [Choudhury’s] 1% interest as General
      Partner of Orchards Industrial Land, LP, and shall be the sole
      General Partner. . . .

Order and Decree, January 17, 2018, at ¶¶ 12, 13, 15 (italics added). Only

such language of each order that is italicized will be addressed.

      We begin our review by noting,

      [a] trial court has broad discretion when fashioning an award of
      equitable distribution. Our standard of review when assessing the
      propriety of an order effectuating the equitable distribution of
      marital property is whether the trial court abused its discretion by
      a misapplication of the law or failure to follow proper legal
      procedure. We do not lightly find an abuse of discretion, which

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      requires a showing of clear and convincing evidence. This Court
      will not find an “abuse of discretion” unless the law has been
      overridden or misapplied or the judgment exercised was
      manifestly unreasonable, or the result of partiality, prejudice,
      bias, or ill will, as shown by the evidence in the certified record.
      In determining the propriety of an equitable distribution award,
      courts must consider the distribution scheme as a whole. We
      measure the circumstances of the case against the objective of
      effectuating economic justice between the parties and achieving a
      just determination of their property rights.

      Moreover, it is within the province of the trial court to weigh the
      evidence and decide credibility and this Court will not reverse
      those determinations so long as they are supported by the
      evidence. We are also aware that a master’s report and
      recommendation, although only advisory, is to be given the fullest
      consideration, particularly on the question of credibility of
      witnesses, because the master has the opportunity to observe and
      assess the behavior and demeanor of the parties.

Carney v. Carney, 167 A.3d 127, 131 (Pa. Super. 2018) (citation omitted).

      As noted above, Choudhury has properly developed only one issue, but

which touches upon five of the 17 issues raised.      There were three family

owned   limited   partnerships   during    the   marriage:   Sovereign   Realty

Investments, L.P., Cabochon Properties, L.P., and Orchards Industrial Land,

L.P. Choudhury was the General Partner of all three; his wife, Hasib, and two

sons were limited partners. In issues 7, 9, 10, 11, and 12, of Choudhury’s

brief, he argues the trial court erred in either removing him as the General

Partner and naming Hasib as the sole General Partner, or in naming Hasib co-

General Partner. We agree that the trial court misapplied the law regarding

general partners and in so doing, abused its discretion.

      Choudhury argues the trial court overreached its authority in making

changes to the corporate officer structure of the three limited partnerships in


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question. He argues limited partnerships are subject to statutory rules that

the trial court cannot ignore even in the face of the broad discretion afforded

it when determining equitable distribution. Neither the trial court nor Hasib

have cited any case that allows a trial court to affect such changes contrary

to statute.

      The laws regarding limited partnerships are found in Title 15 of the

Consolidated Statutes. There is a specific section addressing the dissociation

of a general partner, 15 Pa.C.S. § 8663. There are three statutory methods

of properly dissociating a general partner when that partner is an individual.

They are:
     (i) the individual dies;

      (ii) a guardian for the individual is appointed, or

      (iii) a court orders that the individual has otherwise become
      incapable of performing the individual’s duties as a general
      partner under this title or the partnership agreement.

15 Pa.C.S. § 8663(7)(i)-(iii).

      Although in this instance, the court ordered Choudhury dissociated from

the general partnership of Orchards Industrial Lands, L.P., there is no

reference to the trial court having specifically determined Choudhury was

incapable of performing his individual duties for the partnership. Indeed, had

the trial court made such a determination, it would be illogical for the trial

court to have allowed Choudhury to remain as co-general partner of both

Sovereign Realty Investments, L.P. and Cabochon Investments Florida, L.P.




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       Similarly, 15 Pa.C.S. § 8641 describes the statutory methods of

becoming a general partner. Section 8641(b)(1)-(4) addresses admission as

a general partner after the formation of the limited partnership. The statute

states:

       (b) Admission after formation.--After formation of a limited
       partnership, a person becomes a general partner:


           (1) as provided in the partnership agreement;


           (2) as the result of a transaction effective under Chapter 3
           (relating to entity transactions);


           (3) with the affirmative vote or consent of all the partners;
           or


           (4) under section 8681(a)(3)(ii) or (5) (relating to events
           causing dissolution) following the dissociation of a limited
           partnership's last general partner.

15 Pa.C.S. § 8641 (b)(1)-(4).1

       None of the events or conditions described in this section are instantly

applicable. Accordingly, we find no statutory authority for the trial court, in

determining equitable        distribution, to    fashion its own rules     for   the

appointment of a co-general partner. While we understand the trial court’s

motives in attempting to restructure the limited partnership agreements to
____________________________________________


1 Neither of the conditions in Section 8681, as referenced in Section
8641(b)(4), apply, as Section 8681 addresses the situation where the limited
partnership is dissolving AND there is no remaining general partner (§
8681(a)(3)(ii)) or there is only one partner remaining (§ 8681(5)). That is
not the situation herein.

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ostensibly provide a more secure and stable base for the ongoing business

activities of the partnership, ultimately, the trial court lacks the authority to

act in this manner. Therefore, we must reverse those portions of the order

that   (1)   appoints    Hasib    as   co-general   partner   in   Sovereign   Realty

Investments, L.P. and Cabochon Investments Florida, L.P., and which (2)

dissociates Choudhury as general partner of Orchards Industrial Land, L.P.

and replaces him with Hasib. Further, regarding paragraph 15 and Orchards

Industrial Land, L.P., we also reverse that portion of the order that directs

Hasib, as the newly appointed General Partner, to sell the 16-acre parcel of

land held by Orchards Industrial Land, L.P., and then to dissolve that

partnership. Because we have determined the trial court abused its discretion

in appointing Hasib as the sole General Partner of Orchards Industrial Land,

L.P., she cannot now legally fulfill those duties. The effect of our decision on

this issue is to return the corporate structure of the three limited partnerships

involved in this matter to the status quo ante.

       We recognize that paragraphs 12, 13 and 15 of the January 17, 2018,

order and decree also address financial issues, including transfers of shares

between Choudhury and Hasib.2 Choudhury has not provided any argument
____________________________________________


2 Regarding Sovereign Realty Investments, L.P. and Cabochon Properties,
L.P., the trial court awarded Hasib 50% of Choudhury’s stake as General
Partner, and conversely awarded Choudhury 50% of Hasib’s stake as a Limited
Partner. Regarding Orchards Industrial Land. L.P., the trial court awarded
Hasib all of Choudhury’s stake as General Partner, and awarded Choudhury
51.28% of Hasib’s stake as a Limited Partner. The result of this financial



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that his status as General Partner was necessarily based upon specific

ownership percentages.        His complaint, as developed in his brief, is based

solely upon statutory interpretation.           The statutes make no reference to

ownership     percentages.       Accordingly,     we   interpret   the   trial   court’s

reassessment of such as merely part of the equitable distribution of marital

assets. Essentially, we have determined that the trial court possessed the

authority to reallocate the finances of the parties to achieve a financial

balance. However, the trial court did not possess the authority to reallocate

the corporate power within the three Limited Partnerships.

       We will not and cannot address the remaining claims raised by

Choudhury. Appellee correctly notes in her brief that the Rules of Appellate

Procedure require a party to make appropriate references to the certified

record in support of the arguments made.               See Hasib’s Brief at 17-18;

Pa.R.A.P. 2119(c). Choudhury’s statutory references were adequate to allow

for the review of the issues regarding his status as General Partner of the

limited partnerships. However, his brief is bereft of appropriate reference to

the certified record in all other regards. The effect of this failure is to require

this court to scour the certified record, which appears to consist of thousands

of pages, to find references to support the appeal. We are not advocates for

any party and it is not our responsibility to find support in the record for

____________________________________________


rearrangement was to make Choudhury and Hasib equal 40% owners of
Orchards Industrial Land, L.P. There were other awards of cash payments
involving the three limited partnerships. None of these are at issue herein.

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undeveloped arguments.          Rather, it is the appellant’s duty to provide this

Court with legally sufficient arguments that include proper references to the

record. When these references are absent, as is the case instantly, we find

the   arguments      waived.       See Hackett v. Indian King Residents

Association, 195 A.3d 248, 255 (Pa. Super. 2018).3 In light of the foregoing,

all issues, other than those specifically addressed above, are waived.

       Order affirmed in part, reversed in part. This matter is remanded to the

trial court for entry of an order consistent with this decision.      Jurisdiction

relinquished.




____________________________________________


3 The most extreme example of Choudhury’s failure to develop his argument
is found at Issue 6, which consists of two sentences:

       Plaintiff submitted a list of personal property that she claimed
       from the marital residence. There was no effort to negotiate an
       agreement with the Defendant on the issue.

Choudhury’s Brief at 24.

There is no indication where this purported list is to be found in the certified
record and no indication where in the certified record Choudhury brought any
complaint regarding this list to the trial court’s attention. Additionally,
Choudhury has made no attempt to explain what prejudice he suffered from
Hasib’s removal of her personal property, such as claiming that any specific
piece of property was wrongfully removed. Choudhury cannot prevail with
such undeveloped arguments.



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Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 6/10/2019




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