Nature of the Case
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Facts
D is the son of Richard Fischer, now deceased, and the stepson of P. Richard and D formed the partnership D&T Enterprises, executing a written agreement to govern the partnership. The purpose was the purchasing, leasing, and selling of real estate. One of the partnership lessees was DAL, a closely held corporation owned wholly by Richard. D had no ownership interest in DAL but was involved in its management and operation as a corporate officer. The agreement included a provision whereby, at the end of each year, a partner could retire from the partnership, giving the other partner an option to purchase the retiring partner's interest or terminate and liquidate the partnership business. Upon the death of any Partner, the surviving Partners may either purchase the decedent's interest in the Partnership or may terminate and liquidate the Partnership business. All the surviving Partners would have to do to purchase was to serve notice in writing of the election, within three months after the death of the decedent. The decedent's estate was not to be liable for losses in excess of the decedent's interest in the Partnership at the time of his death. In an amended agreement, upon the death of any Partner, the surviving Partners shall purchase the decedent's interest in the Partnership with a purchase price of $50,000.00 payable over five years with interest at the prime rate to a cap of 10%. Richard learned that he was terminally ill. Richard noticed D by letter through his attorney to dissolve the partnership. The current property owned by the partnership had a net value of $400,000, and after the $50,000 purchase, Richard's estate would lose $150,000.00. Richard indicated the parties will own the property as joint tenants and should continue filing tax returns as though a partnership exists. Richard declared that no formal partnership agreement exists due to the dissolution. Richard executed a new will leaving his entire estate to P. Richard died on June 28, 2001. The property which D&T Enterprises purchased was titled in the name of D&T Enterprises and it so remains. Tax returns were filed for D&T Enterprises in 2000 and 2001 as a partnership, per Richard's request. D contends that Richard did not wind up the partnership, but that both parties merely entered into negotiations to reach an agreement to work out their differences. P contends that the letter of dissolution from Richard's attorney to D ended the partnership, and the winding up of the partnership's business was ongoing but not completed before Richard's death. D sought summary judgment seeking enforcement of the buy-sell provision. D argues that the partnership continued in fact, and accordingly, the partnership agreement remained in effect governing the partnership. The court enforced the buy-sell agreement. The Court of Appeals reversed, holding that the letter dissolved the partnership. D appealed.
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