Meyers v. Cole

1998 WL 485667 (1998)

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Nature of the Case

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Facts

Meyers (P) Cole (D) formed an oral partnership in late 1992 named MusicArts. The partnership initially produced and sold musical 'jingles' for use in advertising. P wrote the jingles and D solicited the clients. D tried to expand the focus of the partnership to include the creation of video footage to correspond with the jingles. This eventually led P to fax D that as of February 13, 1995, they would no longer be partners. P filed suit on August 15, 1995, seeking a declaratory judgment as to the parties’ respective rights. D filed an answer and counterclaim seeking a complete accounting of the revenues and expenses of the partnership. The trial court found that the parties had been acting under an oral partnership agreement. The partnership dissolved on February 13, 1995, when P withdrew, but did not terminate on that date. Eight months after dissolution, D created advertising using works developed during the partnership for two former clients of the partnership. The trial court did not require D to account to P or the partnership for the income from these projects. The trial court found, that P had breached his fiduciary duty toward D by not sharing profits from jobs begun before the dissolution, but completed afterward. The court ordered that the DAT tapes should not be divided or copied but sold and the proceeds divided equally between the parties. At the sale for the DAT tapes, D bid $100. P objected to the sale because the court had not determined the rights of the respective parties in the tapes and claimed that the sale was not “commercially reasonable.” P moved for a stay of the sale of the tapes pending appeal, and this motion was granted. P claims that the trial court should have ordered a full and complete accounting and that it also erred in ordering the sale of the DAT tapes without first determining who owned the copyrights to the creative works on the tapes. D contends that the Master’s report indicates that it considered “the amount of funds owing either party after winding up of partnership affairs.” D argues that the money collected from P’s jobs was partnership property because those projects were “in the pipeline,” or in progress, as of the date he alleges the partnership terminated. D asserts that he did not solicit or perform any work for former MusicArts clients until approximately two months after this lawsuit was filed and at least eight months after the alleged termination. D contends that the profits from these projects did not have to be accounted for during the winding up of the partnership.