2021 Ohio 1690
Ohio Ct. App.2021Background
- Four men formed the Silver Dollar Camp partnership in 1987 to buy and operate a hunting resort; a written partnership agreement (filed as an exhibit) governed the partners’ rights.
- Over time partners changed: Peters died (1987), Clark withdrew and Adeler acquired his interest (1989), Umbs withdrew (2000), leaving Todd Garlock and Walter Adeler as the operating partners.
- Todd Garlock died in 2018; Adeler timely notified Todd’s executrix (Patricia Garlock) of his intent to purchase Todd’s partnership interest pursuant to Article XIII of the partnership agreement (paying the decedent’s capital contribution value).
- Patricia, individually and as executrix, sued seeking judicial dissolution and sale of the property; Adeler counterclaimed seeking specific performance of the agreement (motions for summary judgment followed).
- The trial court granted Adeler partial summary judgment and denied Patricia’s motion, holding Article XIII(B) allowed the remaining partner to continue the business and Article XIII(C)/(D) authorized the buyout; the court of appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Article XIII(B) permits a single remaining partner to continue the business after dissolution by a partner’s death | Garlock: plural wording (“partners,” “they”) requires multiple remaining partners; a single remaining partner cannot continue and dissolution requires liquidation | Adeler: plural words may be read interchangeably with singular; Article XIII(B) plainly gives remaining partner(s) the right to continue the business, even if only one remains | Court: plural/singular interchangeable here; Article XIII(B) allows a single remaining partner to continue the business |
| Whether the buyout provisions in Article XIII(C) and (D) are enforceable to let Adeler purchase Todd’s interest for capital-contribution value | Garlock: buyout provisions inapplicable if business cannot be continued under XIII(B) | Adeler: XIII(B) applies, so XIII(C)/(D) are enforceable and authorize purchase of the decedent’s interest | Court: XIII(C)/(D) are enforceable; Adeler may buy Todd’s interest per the agreement |
Key Cases Cited
- LublinSussman Group LLP v. Lee, 107 N.E.3d 724 (6th Dist. 2018) (construction of a written agreement is a question of law)
- Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216 (Ohio 2003) (when contract language is clear, court may look no further; unambiguous contracts have a definite legal meaning)
- Sunoco, Inc. (R & M) v. Toledo Edison Co., 129 Ohio St.3d 397 (Ohio 2011) (give effect to parties’ intent and the plain and ordinary meaning of contract language)