Giles v. Giles Land Co., L.P.
279 P.3d 139
| Kan. Ct. App. | 2012Background
- Kelly Giles, a general partner, sued Giles Land Company, L.P. and other family members for access to partnership books and records; partnership counterclaimed to dissociate him.
- Trial court found no denial of records and dissociated Kelly under K.S.A. 56a-601(e)(3) (or, alternatively, (e)(1)); court found dissociation appropriate due to irreparable breakdown of family relations.
- The partnership is a family-run entity with Norman and Dolores Giles as parents and several siblings as partners; ownership includes minority general and larger limited interests held by family members, with Kelly holding a small general and limited stake.
- In 1999 Kelly was a partner in Giles Ranch Company but bought out, leaving him with a stake only in Giles Land Company; in 2007 a meeting discussed converting the partnership to an LLC, which Kelly did not sign, instead seeking records.
- The trial court relied on evidence of threats, distrust, and a breakdown in communication among family partners to support dissociation; court considered guidance from other jurisdictions on dissociation but applied Kansas statute (56a-601).
- On appeal, Kelly challenged the dissociation ruling but did not challenge the records ruling; court affirmed the dissociation finding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Kelly’s conduct related to the partnership business under 56a-601(e)(3). | Kelly | Giles Land Co. | Yes, dissociation proper under (e)(3). |
| Whether Kelly’s conduct constituted wrongful conduct under 56a-601(e)(1) affecting the business. | Kelly | Giles Land Co. | Yes, alternative basis supported; dissociation affirmed under (e)(1). |
Key Cases Cited
- Warnick v. Warnick, 76 P.3d 316 (Wy. 2003) (dissociation-like remedy guided by impasse and relationship deterioration)
- Brennan v. Brennan Associates, 293 Conn. 60 (Conn. 2009) (broadly related 'relating to' term; irreparable deterioration supports dissociation as dissolution analogue)
- Ferrick v. Barry, 320 Mass. 217 (Mass. 1946) (dissolution rationale: partners need not submit to domination or distrust despite profits)
- Covalt v. High, 100 N.M. 700 (N.M. Ct. App. 1983) (dissolution appropriate where partners unable to cooperate even without proven breach)
- Nupetco Associates v. Jenkins, 669 P.2d 877 (Utah 1983) (dissolution/impasse ground for dissociation where partnership management cannot proceed)