Singer v. Singer

634 P.2d 766 (Ok. 1981)

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Nature of the Case

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Facts

The Singer family formed an oil production partnership in the 1930s. It was called the Josaline Production Co. Eventually, Andrea and her brother Stanley became partners. The Josaline partners redrafted the partnership agreement carefully defining duties and rights. Paragraph 8 allowed them to enter into other business transactions for their own accounts even if such transactions conflicted with the partnership. The clause has a hold harmless agreement. The family, Josaline partners, held a meeting in Oklahoma City and the purchase of 95 acres from IDS arose. Joe L. Singer requested that Stanley look into getting the land even before the meeting. The purchase price for 45 of the acres was $1.5 million. After the family meeting, Stanley and Andrea formed a general partnership, Gemini Realty and purchased the IDS land taking title in Gemini’s name without consultation of the Josaline partners. Joe then learned of the purchase and demanded that Singer Bros. be permitted to purchase 50%. Stanley did offer 16.66% but withdrew the offer. Josaline now contends by fiduciary duties it is entitled to participate in the IDS purchase. Stanley appealed an order for a constructive trust in favor of Josaline.