Giles v. Giles Land Company

279 P.3d 139 (2012)

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Nature of the Case

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Facts

P is a member of a family owned and operated limited partnership, Giles Land Company, L.P. (partnership). The partnership was formed in the mid-1990s. It is comprised of family members. The partnership owns both ranchland and farmland. P was a partner in the Giles Ranch Company, another family affair, but he became so overwhelmed with the debt he had incurred in the operations of the ranch company that he insisted that he be bought out of the ranch company and relieved of all debt. The other partners managed to buy out P's interest in the ranch company. P only had an ownership interest in the partnership at issue. The partnership held a meeting to transition to a limited liability company. P was unable to attend and did not sign the articles of organization but through an attorney request production of all of the partnership's books and records for his review. Unsatisfied with the response, P sued asking the court to force the partnership to turn over all of the documents he was requesting. Ds then filed a counterclaim seeking to dissociate P from the partnership. The trial court determined that the partnership had properly complied with the document requests. It then ordered P be dissociated from the partnership. The trial court found that due to P's threats and the total distrust between P and his family, it was not practicable to carry on the business of the partnership so long as P was a partner. P appealed.