Business Law: FISCHER V. FISCHER, IND’V’LLY AND AS EX’TRIX OF ESTATE OF RICHARD FISCHER (SC 6/15/2006)

FISCHER V. FISCHER, IND’V’LLY AND AS EX’TRIX OF ESTATE OF RICHARD FISCHER
BUSINESS LAW:  Partnership buy-sell agreement and dissolution
2003-SC-000982-DG.pdf
PUBLISHED
REVERSING; LAMBERT
DATE:  6/15/2006

Partner claimed the partnership agreement had been dissolved prior to his partner’s death so that the buy sell agreement was not enforceable.  SC disagreed.  No trier of fact need address whether the partnership was for a particular undertaking, and that the question was properly decided by the trial court as a matter of law. Richard’s attempted dissolution prejudiced valuable contract rights belonging to Appellant.

Whether dissolution was conditional or unconditional defined Appellant’s rights and remedies.

The partnership agreement was in operation, and Richard could not rightly dissolve  it under KRS 362.300(1)(b) . If the letter had been an unequivocal dissolution, Appellant could have sued under a breach of contract theory for Richard’s wrongful dissolution . But as Richard tried to have it both ways and did not manifest an unequivocal intent to dissolve, there was no dissolution, and the agreement must be enforced . Dissolution occurred only upon Richard’s death and those provisions of the agreement are controlling .

Michael Stevens, ed.