Jordan v. Moses, 291 Ga. 39

Jordan and Moses formed a two-member partnership on January 1, 2003 for an indefinite term.
In August 2006, Jordan told Moses he contemplated ending the partnership and later stated he was dissolving it.
Moses disagreed, but the parties continued to communicate regarding dissolution.
On February 22, 2007, Jordan filed a declaratory judgment action seeking dissolution as of September 26, 2006 and related financial declarations.
Moses counterclaimed, including wrongful dissolution; the trial court granted Jordan summary judgment on that claim; Court of Appeals reversed; Supreme Court granted certiorari.
Georgia law governing wrongful dissolution involves fiduciary duties and may include damages from existing or coincident business opportunities or income/assets, not solely the so-called new prosperity.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether wrongful dissolution damages extend to existing or coincident opportunities	Moses argues damages may include ongoing partnership opportunities and income that existed at dissolution.	Jordan contends damages are limited to future or post-dissolution effects under partnership law.	Damages may include existing or coincident opportunities and income, not only 'new prosperity'.
Whether dissolution must be in good faith	Moses asserts the dissolution was wrongful in bad faith breaches of fiduciary duty.	Jordan argues dissolution can occur lawfully within partners' rights, subject to fiduciary duties.	Dissolution must be exercised in good faith; improper dissolution can support liability.
What damages are recoverable for wrongful dissolution	Moses seeks damages including loss of partnership income and misappropriated assets.	Jordan contests recovery for past misappropriations as wrongful dissolution damages.	On remand, damages require proof of loss of an identified existing or future business opportunity or income caused by dissolution; past misappropriations may support contract-type claims but not automatically wrongful-dissolution damages.

Arford v. Blalock, 199 Ga.App. 434 (1991) (wrongful dissolution includes misappropriation of partnership prosperity in proper context)
Wilensky v. Blalock, 262 Ga. 95 (1992) (rejects narrow 'new prosperity' requirement; governs bad-faith dissolution framework)
Moses v. Jordan, 310 Ga.App. 637 (2011) (Court of Appeals applying wrongful dissolution analysis; cited by Supreme Court)
Asgharneya v. Hadavi, 298 Ga. App. 693 (2009) (illustrates continued profits as damages in wrongful dissolution context)