AMTAX HOLDINGS 436, LLC, and PROTECH 2004-D, LLC v. Full Circle Villagebrook Gp, LLC

NONPRECEDENTIAL DISPOSITION
To be cited only in accordance with Fed. R. App. P. 32.1
United States Court of Appeals
For the Seventh Circuit
Chicago, Illinois 60604
Argued September 22, 2025
Decided June 3, 2026
Before
FRANK H. EASTERBROOK, Circuit Judge
ILANA DIAMOND ROVNER, Circuit Judge
AMY J. ST. EVE, Circuit Judge
No. 24-3169
AMTAX HOLDINGS 436, LLC,
and PROTECH 2004-D, LLC,
Plaintiffs-Appellants,
v.
FULL CIRCLE VILLAGEBROOK GP, LLC,
Defendant-Appellee.
Appeal from the United States
District Court for the North-
ern District of Illinois, Eastern
Division.
No. 23-cv-14409
Mary M. Rowland,
Judge.
O R D E R
The contract establishing a real estate limited partnership provides that one part-
ner may buy out the others, at an appraised price, once the principal tax benefits have
been exhausted. That benchmark arrived in 2019, and Full Circle Villagebrook, the gen-
eral partner, named an appraiser to start the buyout process. Mergers of the two banks
from whose lists the appraiser was to be selected frustrated the initial effort. Full Circle
Villagebrook GP, LLC v. Protech 2004-D, LLC, 119 F.4th 522 (7th Cir. 2024). That led to the
use of a contractual fallback to designate CBRE Group, Inc., as the appraiser. But the

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No. 24-3169 Page 2
parties remained at odds about the distribution formula. The contract offers at least
two, one in §6.2.B and one in §6.3.B. The general partner prefers the former and the lim-
ited partners the latter.
A district judge concluded that §6.2.B applies and entered partial summary judg-
ment for the general partner. 2024 U.S. Dist. LEXIS 107882 (N.D. Ill. June 18, 2024). The
parties then stipulated how the formula in that section works given the appraiser’s val-
uation. The final judgment based on that stipulation led to this appeal.
The limited partners renew their contention that §6.3.B supplies the appropriate
formula. After working through all of the arguments, we are convinced that the district
judge resolved this dispute correctly. Little purpose would be served by further explica-
tion of this contract-specific dispute, so we affirm for the reasons given by the district
judge.
AFFIRMED

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