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the partnership agreement?Teaching tip: Here are some questions to help you tie the Point/Counterpoint into class discussion:The debate mentions smoking marijuana. Brainstorm about all the illegal personal conduct that might affect your willingness to want to be in a partnership with someone.In what ways is a business partnership like a marriage?CASE BRIEFS WITH ANSWERS TO THE QUESTIONSCase 37-1 Liem Phan Vu v. Davis Ha et. al., 1997 Conn. Super. Lexis 259.Case BriefIssue:Should the partnership between P (Vu) and D (Ha) be dissolved?Facts: P and D orally agreed to become partners in a nail salon business. Ha would have sixty percent and Vu had forty percent. Vu was to keep records and be in charge of advertising. Ha was responsible for operating and managing the business. Both P and D believe s/he has invested more in the partnership.Procedural History: P brought suit against D.Holding: Partnership dissolved.Reasoning:The court could not affix blame of the demise of the partnership to either party.Answers to the questionsCritical ThinkingIf evidence could be presented that one partner in the partnership was particularly to blame for the problems in the partnership or if a breach of partnership contract had been proven, then the court could refuse to dissolve the partnership despite the partners' feuding.37-2
Chapter 37 - Partnerships: Termination and Limited PartnershipsEthical Decision MakingCase 37-2 Jack A. Kahn and Denise W. Kahn v. Stewart Mesher Lieselotte MesherCase BriefIssue:Did Mr. Mesher breach a fiduciary duty to the partnership during the winding up process by secretly selling a property?Facts: During the winding up process of a partnership, Mr. Mesher sold a property without letting his partner know the terms of the sale.Procedural History: The trial court ruled in favor of Mr. Kahn. Here, the court of appeals affirms.Holding: Yes—Mr. Mesher breached a fiduciary duty.Reasoning:Each partner is a trustee for all.Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him.Partners are obligated to act in good faith and make full disclosure.Here, Mr. Mesher breached his fiduciary duty. He should have disclosed the sale of property. Instead, he kept the offer to himself so he could keep the entire profit for himself.Answers to the questionsCritical ThinkingElmore was decided prior to the State’s adoption of the Uniform Partnership Act, which explicitly defined the fiduciary duty of partners as continuing through the winding-up of the partnership.Ethical Decision MakingI would argue that Mr. Kahn sold his shares on the basis of inaccurate information. He trusted Mr. Mesher, and that was clearly a mistake.Case 37-3 Robert M. Tafoya v. Dee S. Perkins, 932 P.2D 836 (1996).Case BriefIssue:Is the claim of P (Tafoya) barred by a statute of limitations?37-3