316 Conn. 677
Conn.2015Background
- Partnership formed in 1984 to operate Trumbull Shopping Center; dissociation occurred by trial court on Sept. 27, 2006, under §34-355(5)(C) for conduct making continuation not reasonably practicable; Brennan I (2009) affirmed dissociation but Forded dispute about the date that valuation should be set; dispute centered on whether valuation should be as of 2006 or 2009 and whether attorney’s fees were a partnership liability; the trial court valued plaintiff Brennan’s interest at $8.64 million as of Sept. 27, 2006 and ordered buyout payments with postdissociation credit for interim distributions; appellate stay affected the parties’ rights and postdissociation conduct during the pendency of appeals; the majority held the date of dissociation for valuation to be Aug. 29, 2009, prompting further litigation and potential wind‑up timing.
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- The concurring/dissenting judge argues the date of dissociation should be Sept. 27, 2006 (or earlier if appropriate by conduct) and that postdissociation activities do not alter the a priori date for valuation; disputes the majority’s use of postjudgment events to shift the valuation date and contends attorney’s fees were not a partnership liability, and that the dissociated partner’s rights and duties postdissociation do not retroactively change the valuation date.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Date of dissociation for valuation under CUPA/RUPA | Date of dissociation is Sept. 27, 2006 (trial court judgment) or earlier as compelled by conduct | Date should be Aug. 29, 2009 (end of appellate stay) due to postjudgment effects and stay policies | Date of dissociation is Sept. 27, 2006 per dissent’s view; postjudgment events do not alter the dissociation date for valuation |
| Attorney’s fees as a partnership liability | Attorney’s fees should not be treated as a partnership liability; damages theory governs; trial court properly denied offsets | Attorney’s fees should be a partnership liability under the indemnity provisions of the partnership agreement | Attorney’s fees not a partnership liability; damages theory governs; no offset against buyout unless causally related to wrongful dissociation |
| Effect of appellate stay on dissociation and valuation | Stay did not retroactively invalidate the dissociation date; dissociation occurred prior to stay | Stay postponed practical effects of dissociation, affecting valuation date | Appellate stay does not change the date of dissociation for valuation; dissociation remains the date found by the trial court |
| Consistency with UPA/RUPA on date of dissolution/dissociation | CUPA/RUPA align dissociation date with the cause of dissociation, not postdissolution events | Dissociation date should reflect postdissolution effects under stay and appellate process | Date of dissociation should follow the event giving rise to dissociation, not postdissolution stay, per the dissociation framework |
Key Cases Cited
- Brennan v. Brennan Associates, 293 Conn. 60 (2009) (affirms dissociation; context for date and valuation timing)
- Brennan v. Brennan Associates, 293 Conn. 78 (2009) (discusses dissolution/dissociation framework and RUPA guidance)
- In re Woskob, 305 F.3d 177 (3d Cir. 2002) (principles on dissolution date by decree and postdissolution events)
- Scheckter v. Rubin, 349 Pa. 102 (1944) (addressed timing of dissolution by decree and postdecree effects)
- Vangel v. Vangel, 116 Cal. App. 2d 615 (1953) (dissolution date tied to grounds for dissolution; postdissolution consequences discussed)
- King v. Evans, 791 S.W.2d 531 (Tex. App. 1990) (UPA postdissolution risk allocation; valuation as of dissolution date)
- Sunbury v. Sunbury, 216 Conn. 673 (1990) (finality of dissolution-related actions; dissolution as bench‑mark date)