214 Conn. 596 | Conn. | 1990
The plaintiff, John T. Messina, Sr., a partner in an oral partnership agreement with the defendant, Ralph P. Calandro, brought this action seeking an accounting after the termination of their partnership. The trial court rendered judgment for the plaintiff, ordering an accounting. We find no error.
The trial court’s memorandum of decision, supplemented by evidence in the record, reveals the following facts. In the spring of 1984, the plaintiff and the defendant orally formed a partnership to acquire a certain parcel of land in Derby, and to seek zoning approval to build condominiums on the land. The trial court found that the parties had never executed a written agreement, as they had been close friends for twenty years and had a relationship of trust between them. The trial court found, however, that the parties agreed that if zoning approval were granted, and the land was sold as approved, the plaintiff would receive 60 percent of the profits and the defendant would receive 40 percent of the profits. If, however, the parties decided to build and sell the condominiums, the
On November 20,1987, the plaintiff commenced this action for an accounting, and, in the first three paragraphs of his complaint, he alleged the following: “1. On or before January, 1984, the plaintiff and the defendant, under an oral agreement, formed a partnership known as R & J Associates. 2. Under said agreement the partnership was to acquire certain real estate located on Route 34 in Derby, Connecticut, for purposes of building and selling residential condomimiums on said property. 3. In furtherance of said agreement, the partnership applied for a special exception with the zoning commission of the City of Derby and received permission to construct forty-four (44) two (2) bedroom units.” The defendant admitted these first three paragraphs of the complaint in his answer.
The trial court concluded that a partnership existed and rendered judgment for the plaintiff, ordering an accounting pursuant to General Statutes § 34-60.
The trial court responded, in part, to the first question by stating: “The main criterion upon which the order for accounting was based was pursuant to General Statutes § 34-60 (b) insofar as the defendant admitted the existence of a partnership agreement in paragraphs one, two and three of his answer.” In response to the second question, the trial court stated: “By [the] defendant’s admissions in paragraphs one, two and three, the partnership was for the period of time it would take to secure zoning and [build] the condominiums. The evidence supports [the] plaintiffs claim that the parties had agreed [the] plaintiff would be entitled to 40% of the profits and [the] defendant would receive 60%.” Finally, in response to the third question, the trial court stated: “The order for accounting covers a period to the time when all the units were sold and all profits and losses tabulated.”
On appeal, the defendant claims that the trial court: (1) erred in finding that the order of accounting covers the period when all units were sold and all profits and losses tabulated; and (2) misapplied the law in basing its order on § 34-60 (b).
The defendant’s argument, however, ignores the fact that the trial court found that the defendant admitted the allegations in the complaint stating that, under the partnership agreement, the partnership was to acquire certain real estate located in Derby for the purpose of building and selling residential condominiums on the property. The defendant also admitted that, in furtherance of the partnership agreement, the partnership applied for and received a special exception from the zoning commission of Derby granting the partnership permission to construct forty-four two bedroom units. Under these circumstances, we are not persuaded that the fact that one partner unilaterally , terminates the partnership, and elects to proceed alone to build and sell the condominiums as the partners had agreed, extinguishes the other partner’s interest in the forty-four units as the partnership agreement contemplated.
In sum, we discern a distinct parallel between the present case and the dissolution of a law partnership. “[A)fter dissolution of a law partnership, income received by the former partners from cases unfinished at the time of dissolution is to be allocated on the basis of the partners’ respective interests in the dissolved partnership . . . .” Jewel v. Boxer, 156 Cal. App. 3d 171, 177, 203 Cal. Rptr. 13 (1984). “Upon dissolution,
Consequently, the trial court’s ordering of an accounting, for the period of time up to when “all the units were sold and all profits and losses tabulated,” was not clearly erroneous.
There is no error.
In this opinion the other justices concurred.
“[General Statutes] Sec. 34-60. right of partner to accounting. Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners, (b) if the right exists under the terms
The defendant argues that the trial court erred in relying on General Statutes § 34-60 (b) in basing its order for an accounting, because the right to an accounting did not exist “under the terms of [the] agreement.” General Statutes § 34-60 (b). At oral argument, however, the defendant conceded that the plaintiff was indeed entitled to an accounting, and thus he abandoned this argument.