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Partnership – Contract – Accounting — Tort/Negligence – Breach of Fiduciary Duty (access required)

Chesson v. Rives Although plaintiffs withdrew from the parties’ accounting-firm partnership, plaintiffs retained personal rights to bring claims for the value of their partnership interest at the time of their withdrawal. This includes claims that plaintiffs suffered losses before the withdrawal, thereby reducing the value of plaintiffs’ partnership shares at the time of withdrawal.

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Partnership – Tort/Negligence – Use of Partnership Property – Expenses – Deferred Maintenance – Damages – S.C. Law — Civil Practice – Discovery (access required)

Allen Smith Investment Properties, LLC v. Barbarry Properties, LLC Since defendant Barbarry Properties is a general partner in the parties’ limited partnership, Barbarry has an equal right with the partnership’s other general partners to possess partnership property for partnership purposes.

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Partnerships – Partner’s Withdrawal – Purchase of Interest – Valuation – ‘Inventory’ (access required)

EHP Land Co. v. Bosher When a partner decided to withdraw from the parties’ partnership, the partnership agreement required the partnership to pay the withdrawing partner an amount that was based in part on the partnership’s “inventory”, but the agreement did not define that term. The trial court correctly applied the ordinary meaning of “inventory.”

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Partnerships – Partner’s Withdrawal – Purchase of Interest – Valuation – ‘Inventory’ (access required)

EHP Land Co. v. Bosher When a partner decided to withdraw from the parties’ partnership, the partnership agreement required the partnership to pay the withdrawing partner an amount that was based in part on the partnership’s “inventory”, but the agreement did not define that term. The trial court correctly applied the ordinary meaning of “inventory.”

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Partnership By Estoppel – de Facto – Joint Venture – Vertical Integration Plan – Corporate – Veil Piercing (access required)

Best Cartage, Inc. v. Stonewall Packaging, LLC Plaintiff alleged the two defendants were working together to vertically integrate their production of cardboard. The allegations of defendants’ combined efforts, including the fact that one of defendant Jackson Paper Manufacturing Co.’s officers signed the contract at issue on behalf of defendant Stonewall Packaging, were sufficient to state claims of partnership by estoppel, de facto partnership, and joint venture. However, plaintiff failed to allege the wrongdoing needed to state a claim for piercing the corporate veil.

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Partnership – Contract With Partner – Knowledge of Partnership – Corporate – Piercing the Veil Claim (access required)

Best Cartage, Inc. v. Stonewall Packaging, LLC Knowing about defendant Stonewall Packaging, LLC's partnership with defendant Jackson Paper Manufacturing Co., plaintiff nevertheless chose to enter into a contract with Stonewall alone. Plaintiff is bound by that choice and has no breach of contract claim against Jackson.

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Partnership – Contract – Involuntary Termination – Covenant Not to Compete – Waiver Payments (access required)

Williams Overman Pierce, LLP v. Duncan (Lawyers Weekly No. 11-15-0369, 8 pp.) (James L. Gale, J.) N.C. Bus. Ct. Click here for the full text of the opinion. Holding: Pursuant to the parties’ settlement agreement, after being involuntarily terminated from ...

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Partnership – At Will – Dissolution – Civil Practice – Discovery – Protective Order – Continued Profits – Personal Relationship (access required)

Coremin v. McNamara. (Lawyers Weekly No. 10-15-1038, 13 pp.) (Ben F. Tennille, Ch.J.) N.C. Bus. Ct. Holding: Where the parties’ partnership was at will, either partner could end the partnership, regardless of motive, without breaching the partnership agreement. Hence, plaintiff ...

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