Clark v. Francis
2013 Mo. App. LEXIS 1280
| Mo. Ct. App. | 2013Background
- Clark worked as a consultant/manager for Francis at multiple golf-related businesses from 2003–2011, receiving mostly in-kind compensation and later minimum wage.
- Clark alleges an oral partnership with Francis: Clark would manage businesses; Francis would contribute capital; after Francis recouped investments, profits would be split 50/50. No written agreements or ownership documents listed Clark as an owner.
- The parties disputed whether the alleged partnership applied only to Hillcrest (purchased by Francis-owned HGD II in 2006) or to multiple entities (Prairie Highlands, Shops at Sedona I & II, Coram Farms, etc.).
- Clark sued for declaratory judgment in Jackson County, Missouri, seeking recognition of partnership interests in multiple entities; trial court found Clark failed to prove a partnership by clear and convincing evidence and entered judgment for Francis.
- On appeal Clark argued the trial court lacked subject-matter jurisdiction because the entities/properties were located in Kansas, and alternatively argued the factual finding was unsupported and law was misapplied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Subject-matter jurisdiction (court may adjudicate partnership claim) | Clark: Missouri court lacked jurisdiction because entity real property is in Kansas and suit affects title | Francis: Missouri circuit courts have general jurisdiction; venue/long-arm issues do not defeat subject-matter jurisdiction; Clark waived personal-jurisdiction/venue objections | Court: Dismissed jurisdiction challenge — statute Clark cites is a venue/personal-jurisdiction matter; Missouri courts have subject-matter jurisdiction over the civil declaratory claim |
| Existence of partnership (scope — Hillcrest only vs. multiple entities) | Clark: Oral partnership formed as early as 2003; agreement covered Prairie Highlands, Hillcrest, and other entities | Francis: Agreement, if any, related only to Hillcrest; other entities involved different owners and no consent by all partners to admit Clark | Court: Trial court reasonably found agreement applied to Hillcrest only and not to the other entities; affirmed |
| Sufficiency of proof of partnership (profit sharing and loss allocation) | Clark: Parties agreed to 50/50 profit split after reimbursement, implying partnership; trial court misapplied §358.180(7) about consent of all partners | Francis: Agreement was conditional (profit-sharing only after reimbursement) and included no sharing of losses; Clark acted like an employee; burden to prove partnership not met | Court: Affirmed — plaintiff must show clear and convincing evidence of definite partnership terms including sharing losses; conditional profit-only arrangement without loss-sharing and without written agreement did not establish partnership |
| Evidentiary / weight of evidence challenge | Clark: Trial court’s findings unsupported by substantial evidence and against the weight of evidence | Francis: Credibility and factual findings are for the trial court; record supports denial | Court: Trial court’s factual credibility determinations sustained; ample evidence supported denial of declaratory relief |
Key Cases Cited
- State v. Callies, 389 S.W.3d 249 (Mo. Ct. App. 2012) (appellate scope when trial court lacked jurisdiction)
- J.C.W. ex rel. Webb v. Wyciskalla, 275 S.W.3d 249 (Mo. banc 2009) (distinguishing subject-matter and personal jurisdiction)
- McCracken v. Wal-Mart Stores East, LP, 298 S.W.3d 473 (Mo. banc 2009) (subject-matter jurisdiction not waivable and scope of circuit court jurisdiction)
- Winslow v. Nolan, 319 S.W.3d 497 (Mo. Ct. App. 2010) (burden and standard to prove partnership — clear and convincing evidence)
- Goodwin v. Winston, 230 S.W.2d 793 (Mo. Ct. App. 1950) (agreement to form partnership contingent on future events does not create partnership until contingency occurs)
- Van Hoose v. Smith, 198 S.W.2d 28 (Mo. 1946) (partnership requires intent to share losses as well as profits)