Miller v. Walsh County Water Resource District
2012 ND 152
| N.D. | 2012Background
- Parties operated Tri-K Farms as an informal equal partnership formed in 1994 without a written agreement.
- Land ownership: Knudson owned four quarters, Kyllo three quarters including homestead; partnership leased and used bin site on Kyllo land.
- A 75-year land/equipment lease for the bin site existed (2004 lease) stating joint ownership of bins/equipment and shared insurance; lease spanned 2000–2075.
- In March 2006, an unsigned dissolution agreement was prepared detailing asset/liability distribution and 2006 farm-season allocations, but it was not signed.
- November 2006 Knudson leased Kievman land; dispute arose over Knudson’s access to the bin site after Kyllo learned of separate land purchases.
- In 2008 Knudson sued Kyllo for dissolution, accounting, and alleged breach; Kyllo counterclaimed for usurpation of a partnership opportunity regarding the Fougner land.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of unsigned dissolution agreement under statute of frauds | Knudson contends the unsigned document proves terms. | Kyllo argues no valid contract formed without signature. | Unsigned agreement not a valid contract. |
| Whether Knudson was forcibly ejected from the bin site or Kievman land | Kyllo forcibly excluded Knudson from realty. | No forcible ejection; business transaction. | No clear forcible ejectment; findings not clearly erroneous. |
| Whether Knudson usurped a partnership opportunity by purchasing Fougner land | Purchase breached fiduciary duties and usurped partnership opportunity. | Knudson did not usurp a partnership opportunity under duties. | Reversed on usurpation issue; remanded for consideration. |
| Valuation of partnership property including bin site and equipment | Valuations reflect partnership interest; bin site valued high. | Values should be lower for some items; challenge to method. | Valuations not clearly erroneous; affirmed. |
| Mayport Farmers Co-op bill and partnership debt status | Bill was a partnership debt. | Bill not proven to be partnership debt. | District court finding not clearly erroneous; bill not partnership debt. |
Key Cases Cited
- Livinggood v. Balsdon, 722 N.W.2d 716 (2006 ND) (for forcible ejectment standards and damages)
- Sandvick v. LaCrosse, 747 N.W.2d 519 (2008 ND) (fiduciary duties and joint adventurer principles)
- Felco, Inc. v. Doug’s North Hill Bottle Shop, Inc., 579 N.W.2d 576 (1998 ND) (part performance and statute of frauds)
- Estate of Clemetson, 812 N.W.2d 388 (2012 ND) (credibility in undisputed testimony)
- Center Mut. Ins. Co. v. Thompson, 618 N.W.2d 505 (2000 ND) (standard of review for findings of fact)
- Hogan v. Hogan, 665 N.W.2d 672 (2003 ND) (clearly erroneous standard overview)