918 N.W.2d 69
N.D.2018Background
- Delbert G. Moore and Donald B. Moore were equal partners in the Glenn W. Moore & Sons partnership; a 1990 written agreement provided each had an undivided half interest and that land contributed by them was contributed "without charge."
- The agreement stated the partnership "is not automatically dissolved on death of a partner" and that the estate of a deceased partner could not make partnership business decisions without surviving partner approval.
- Delbert died March 5, 2012; his will devised most real property to step-children and a nephew subject to sale within six months.
- The partnership continued to use the land after Delbert’s death and did not account to Delbert’s Estate; the Estate sought rent for partnership use from the date of death until the property sale (May 2015).
- The district court denied rent: it read the agreement to mean the partners intended an extended post-death period (tied to a six-month notice requirement) during which no rent was owed, and found unjust enrichment inapplicable.
- The Supreme Court affirmed in part, reversed in part: it held no rent under unjust enrichment or the "without charge" contribution, but reversed for failure to account for the Estate’s continued partnership interest and remanded for an accounting of partnership profits/losses from death to sale.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Estate is entitled to rent from the partnership for use of contributed land after Delbert’s death | Estate: partnership continued to use the land and must pay rent from date of death until sale | Partnership: land was contributed "without charge" and agreement allows continued use post-death without rent | No rent recoverable from partnership under the written agreement (land contributed without charge) |
| Whether unjust enrichment permits recovery of rent despite the written agreement | Estate: alternative equitable claim because partnership was enriched at Estate’s expense | Partnership: express contract governs; unjust enrichment unavailable when contract covers subject | Unjust enrichment unavailable because contract expressly addresses land contribution/use |
| Whether the six‑month notice for dissolution creates an implied six‑month rent‑free continuation after a partner’s death | Estate: six‑month notice does not apply to death; no implied rent-free period | Partnership/district court: six‑month clause shows intent to allow extended post-death continuation without rent | Court: district court misread the six‑month notice; notice applies when a partner requests dissolution, not automatically upon death |
| Whether the Estate retained a partnership interest after Delbert’s death and whether the court must account for partnership profits/losses | Estate: estate remained a partner with limited authority and is entitled to an accounting from death until sale | Partnership/district court: treated Delbert’s partnership interest as terminated and did not account to Estate for post-death profits | Estate remained a partner (with limited management rights); district court erred in failing to account. Case remanded for accounting from death to property sale |
Key Cases Cited
- 26th Street Hospitality, LLP v. Real Builders, Inc., 879 N.W.2d 437 (interpretation of written contract reviewed de novo)
- Hsu v. Marian Manor Apartments, Inc., 743 N.W.2d 672 (contracts interpreted as a whole; effect given to every part)
- Lochthowe v. C.F. Peterson Estate, 692 N.W.2d 120 (unjust enrichment applies only in absence of express contract)