Prentiss v. Sheffe

513 P.2d 949 (1973)

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Nature of the Case

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Facts

P sued D for dissolution of partnership. The partnership was created for acquiring and operating the West Plaza Shopping Center. P contends that D had in general been derelict in his partnership duties and in particular that he failed to contribute the balance of his proportionate share of the operating losses incurred by the Center. The two Ps sought judicial determination that would allow them to continue the partnership both during the suit and thereafter buy out D's share under court order. D filed a counterclaim seeking to dissolve the partnership and appoint a receiver as his rights had been violated as he was wrongfully excluded from the partnership. It was found that D owned only 15% of the partnership, that no detailed agreement was made as to how to conduct partnership business, that there were numerous unresolved disputes, that the relationship between parties had deteriorated such that Ps would not deal with D but only through his attorney, that D had not been denied access, that D had not paid his share of the losses, that there was no showing of waste as a result of Ps' management operations, and that there was a freeze out of D from the partnership management and affairs. The trial court found that a partnership at will existed which had been dissolved because of the freeze out. A receiver was appointed and D's request was denied and Ps were permitted to bid at the contemplated judicial sale. Ps were the high bidders, and the Court confirmed the sale to them. D appealed.