Question

Partners as Fiduciaries In 1974, Dunay, Weisglass, and Koenig formed a partnership to engage in the brokerage business. They made no capital contributions to the partnership and agreed to share in all revenue and expenses on an equal basis. The partnership entered into an agreement with Ladenburg, Thalmann & Co. to manage the latter's institutional investors services. The agreement did not provide any specific time limit. Each partner was appointed vice president of Ladenburg. Later, Dunay was appointed president of Ladenburg and was promised an additional share of profit for additional work on a year-to-year basis. Dunay contributed his salary as Ladenburg president and his additional share of the profits to the partnership. On April 2, 1979, Weisglass and Koenig told Dunay that they wished to dissolve the partnership and did so immediately, forming their own partnership, W.K. Associates, the same day. Dunay received from the original partnership $15,044, the amount reflected on the partnership's records as his unpaid share of partnership income. Dunay remained with Ladenburg for a short period of time, leaving when the Ladenburg board of directors removed him as president and appointed in his place Weisglass on May 10. Dunay then filed a lawsuit, alleging, among other things, that Weisglass and Koenig had breached their fiduciary duty in dissolving the partnership and forming a new partnership. As part of the suit, Dunay sought some of the profits earned by Weisglass and Koenig after the dissolution. The defendants filed a motion to dismiss Dunay's complaint. In whose favor did the court rule and why?"

Answer 1

Answer:

The court would rule in favour of defendants.There was an agreed partnership between Dunay,Weisglass and Koenig.But the agreement regarding their partnership didnot specify any time limit.So Wiesglass and koenig can dissolve their partnership with Dunay at any time as the time period is not mentioned in the agreement.It is their wish and rights to dissolve their partnership with Dunay and form a new partnership.So Dunay cannot claim the profits earned by Weisglass and koenig.As they had earlier agreed that all revenues would be shared.But wiesglass and Koenig should have properly informed Dunay about the dissoultion of partnership and should have given some time for him before forming a new partnership.As the agreement between them didnot specify the time period they can dissolve the partnership at any time and the court would be in favour for the defendents and would dismiss Dunay's complaint