Uniform Partnership Act

77 Florida cases classified under this topic · sorted by citation count · see the citation graph · browse and sort

• Williams v. McGOWAN
  152 F.2d 570· 2d Cir.· 1945-12-20 ·cited 42×
  The court held that the sale of an entire business as a going concern should not be artificially dissected into separate asset sales for tax purposes.
• Goodwin v. Elkins & Co.
  730 F.2d 99· 3d Cir.· 1984-03-14 ·cited 41×
  A court may consider documents relied upon in a complaint on a motion to dismiss, even if not attached, if their authenticity is unchallenged.
• Wheeler v. Main Hurdman
  825 F.2d 257· 10th Cir.· 1987-07-27 ·cited 40×
  Federal antidiscrimination laws do not apply to bona fide general partners, as they are not considered employees under these statutes.
• United States v. Coson
  286 F.2d 453· 9th Cir.· 1961-01-23 ·cited 34×
  The court held that the district court had jurisdiction to entertain an action to remove a federal tax lien as a cloud on title, and that the lien was invalid due to the government's failure to provide statutory notice and demand to the plaintiff.
• Fed. Deposit Ins. Corp. v. Braemoor Assocs.
  686 F.2d 550· 7th Cir.· 1982-08-13 ·cited 30×
  The court held that the joint venture (Braemoor) is liable for the bank president's breach of fiduciary duty under the Uniform Partnership Act, regardless of the other venturers' knowledge of the breach.
• Brown v. Moore
  247 F.2d 711· 3d Cir.· 1957-06-27 ·cited 29×
  The court held that a for-profit sanitarium, by holding itself out as providing medical treatment through its staff, is liable under respondeat superior for the malpractice of its employed physician, even if that physician is considered an independent contractor in other contexts
• Ascontec Consulting, Inc. v. Young
  714 So. 2d 585· Fla. 3d DCA· 1998-07-08 ·cited 28×
  Ascontec Consulting and Fred Sahapoglu appealed a judgment against them arising from a joint venture partnership accounting dispute with Young Investments, Inc. The court affirmed the trial court's findings regarding liability for pre-admission partnership obligations and misappr
• Homestake Mining Co. & Homestake-N.M. P'rs v. Mid-Continent Exploration Co.
  282 F.2d 787· 10th Cir.· 1960-09-07 ·cited 28×
  The court held that Section 11 ore was not a capital contribution to New Mexico Partners and modified the judgment to require Mid-Continent to maintain ore reserves. It also affirmed the denial of a constructive trust for fiduciary breaches, finding no conflict of interest or unf
• Hatch's Estate v. Commissioner of Internal Revenue
  198 F.2d 26· 9th Cir.· 1952-06-19 ·cited 28×
  The sale of a partnership interest in a going concern is treated as the sale of a capital asset, resulting in capital gains, not ordinary income.
• Aronovitz v. Stein Props.
  322 So. 2d 74· Fla. 3d DCA· 1975-11-04 ·cited 25×
  A partnership doing business under a fictitious name must register that name to maintain a suit in Florida courts, and must sue in the names of its individual partners.
• In re Cecchini v. Cecchini
  780 F.2d 1440· 9th Cir.· 1986-01-17 ·cited 24×
  A debt arising from the intentional conversion of another's property without just cause or excuse is considered a willful and malicious injury, making it nondischargeable under 11 U.S.C. § 523(a)(6), even without proof of specific intent to injure.
• Pinellas Cnty. v. Lake Padgett Pines
  333 So. 2d 472· Fla. 2d DCA· 1976-06-04 ·cited 24×
  Pinellas County and other governmental entities appealed a trial court decision holding that the Cypress Creek Well Field project in Pasco County constitutes a "development of regional impact" (DRI) under Florida law requiring compliance with Chapter 380. The appellate court reve
• Weaver v. Marcus
  165 F.2d 862· 4th Cir.· 1948-01-31 ·cited 24×
  A district court's denial of a motion to dismiss a party to preserve diversity jurisdiction is reversible error if based on a misconception of law regarding partnership liability.
• John Hyland, M.D. v. NEW Haven Radiology Assocs.
  794 F.2d 793· 2d Cir.· 1986-06-27 ·cited 22×
  The court held that a shareholder-employee of a professional corporation, who has an employment agreement, cannot be classified as a partner to be excluded from ADEA protections, even if the corporation has partnership-like attributes.
• Commissioner of Internal Revenue v. Whitney and other consolidated cases
  169 F.2d 562· 2d Cir.· 1948-08-11 ·cited 22×
  The court held that Internal Revenue Code § 24(b)(1)(B) prohibits deductions for losses on sales between an individual and a corporation where the individual owns more than 50% of the stock, and this prohibition extends to transactions involving partnerships.
• Budimir Matek v. Murat
  862 F.2d 720· 9th Cir.· 1988-11-25 ·cited 21×
  The court held that the general partnership interests were not investment contracts because the investors failed to meet the requirements of the Williamson test, particularly regarding their sophistication and participation.
• Schiller v. Schiller
  625 So. 2d 856· Fla. 5th DCA· 1993-10-05 ·cited 20×
  In a divorce case, the appellate court reversed the trial court's award of Karl's partnership interest in S & S Associates to Ann and the attorney's fees award, holding that under Florida's Uniform Partnership Act, a partner's interest cannot be directly assigned but must be subj
• Krauth v. First Cont'l Dev-Con, Inc.
  351 So. 2d 1106· Fla. 4th DCA· 1977-11-09 ·cited 15×
  The court held that the first judgment creditor to apply for a charging order under Section 620.695, Florida Statutes, has priority for full satisfaction of their judgment from the debtor's partnership interest.
• Puritz v. Rosen
  442 So. 2d 278· Fla. 4th DCA· 1983-11-23 ·cited 14×
  Puritz appeals the trial court's denial of relief in a partnership dissolution dispute. The court reverses, finding that Puritz and Rosen's original 1974 accounting partnership was not dissolved when they merged with Holtz & Company in 1977, and that Puritz is entitled to an acco
• Lund's, Inc. v. Chem. Bank
  870 F.2d 840· 2d Cir.· 1989-03-16 ·cited 12×
  The court held that summary judgment was inappropriate because genuine issues of material fact exist regarding whether Rubin's endorsement of the check was authorized for partnership business, and whether his actions made it impossible to carry on the partnership's ordinary busin
• Heinold HOG Mkt., Inc. v. McCOY
  700 F.2d 611· 10th Cir.· 1983-02-18 ·cited 12×
  The court held that the National Commodity Exchange (NCE) is an unincorporated association, not a sole proprietorship, and therefore its records are not protected by the Fifth Amendment privilege against self-incrimination asserted by Larry Martin. The court also held that John G
• Rafkind v. Simon
  402 So. 2d 22· Fla. 3d DCA· 1981-06-30 ·cited 12×
  A partner may not assign their interest in a partnership without the consent of the remaining partners if the partnership agreement prohibits such assignment.
• Security-First Nat'l Bank OF LOS Angeles v. Lutz
  322 F.2d 348· 9th Cir.· 1963-08-19 ·cited 12×
  The court held that certain expenses and salary payments to corporate officers, when not properly substantiated or when exceeding reasonable value, could be considered in calculating damages for constructive fraud, but claims for lost future profits were impermissible as they dup
• Jones v. Schellenberger
  225 F.2d 784· 7th Cir.· 1955-09-06 ·cited 12×
  A prior decree directing an accounting in a partnership dissolution suit is not final or res judicata as to defenses raised, and federal courts must apply intervening state law, including intermediate appellate court decisions, as authoritative.
• Randolph Prods. Co. v. Manning
  176 F.2d 190· 3d Cir.· 1949-07-07 ·cited 12×
  Income of a corporation derived from renting its property to a partnership, where the partners own all the corporation's stock, is considered personal holding company income under Section 502(f) of the Internal Revenue Code.
• Connors v. Ryan's Coal Co., Inc.
  923 F.2d 1461· 11th Cir.· 1991-02-06 ·cited 11×
  The court held that the MPPAA's mandatory arbitration provisions do not violate the Seventh Amendment right to a jury trial, and that the evidence supported the finding that Janice Simmons was a partner in a cattle farm operation deemed part of a controlled group liable for withd
• Wood v. W. Beef Factory, Inc.
  378 F.2d 96· 10th Cir.· 1967-05-19 ·cited 10×
  The court held that Wood was bound by his joint venturer Green's actions regarding distressed cattle and that Wood waived the requirement for selling other cattle through a recognized market agency.
• Kaufman-Brown Potato Co. v. Long
  182 F.2d 594· 9th Cir.· 1950-05-11 ·cited 10×
  The court held that the bankruptcy court lacked the power to adjudicate a partnership bankrupt that was not named in the original involuntary petition, even if its members were found to be partners.
• Pettigrew & Bailey v. Cecyl L. Pickle
  429 So. 2d 340· Fla. 3d DCA· 1983-03-08 ·cited 8×
  Pettigrew & Bailey, a dissolved law firm, sued Pickle and Anthony for malicious prosecution and abuse of process arising from a third-party complaint filed after the partnership dissolved. The court affirmed summary judgment, holding that a release executed by a partner during wi
• Tampa Props., Inc. v. Great Am. Mortg. Invs.
  333 So. 2d 480· Fla. 2d DCA· 1976-06-18 ·cited 8×
  A Massachusetts business trust qualified to do business in Florida sought to foreclose a mortgage without joining its individual trustees as parties. The court held that a business trust registered under Florida law has sufficient legal capacity to foreclose a mortgage on its own
• City OF N. Kan. City v. Sharp
  414 F.2d 359· 8th Cir.· 1969-08-08 ·cited 8×
  The court held that the City of North Kansas City could not terminate the engineering contract due to partnership dissolution or the "when so instructed" clause, and that the plaintiff was entitled to lost profits.
• W.A. Swann, Jr. v. A.O. Mitchell
  435 So. 2d 797· Fla.· 1983-07-14 ·cited 7×
  The Florida Supreme Court held that goodwill of a partnership is a valuable asset subject to accounting in a partner's claim for undistributed profits upon partnership dissolution, reversing the district court's decision that excluded goodwill from consideration in calculating th
• Belisle v. Plunkett
  877 F.2d 512· 7th Cir.· 1989-06-06 ·cited 6×
  A bankruptcy trustee, using the strong-arm powers under 11 U.S.C. § 544(a)(3), can bring property held in constructive trust for victims of fraud into the bankruptcy estate, even if 11 U.S.C. § 541(d) might otherwise exclude it. The trustee's rights are not dependent on a prior t
• Est. OF Martha B. Watts v. Commissioner OF Internal Revenue
  823 F.2d 483· 11th Cir.· 1987-08-04 ·cited 6×
  The court held that the decedent's interest in the partnership should be valued as part of a going concern, not based on liquidation value, due to the partnership agreement and Oregon law preventing dissolution upon a partner's death.
• Swann v. Mitchell
  408 So. 2d 681· Fla. 1st DCA· 1982-01-05 ·cited 6×
  Swann appeals summary judgment against his claim for partnership accounting and relief following his deceased father's retirement from a partnership with the Mitchells. The trial court held that the father had no interest beyond his distributed profit share, but the court reverse
• Zuckman v. The United States
  524 F.2d 729· Ct. Cl.· 1975-10-22 ·cited 6×
  A limited partnership subject to a Uniform Limited Partnership Act-type statute lacks the corporate characteristic of continuity of life, even if an FHA amendment restricts voluntary dissolution, because a partner retains the power to dissolve under local law. Furthermore, a limi
• Am. Pac. Dairy Prods., Inc. v. Siciliano
  235 F.2d 74· 9th Cir.· 1956-06-20 ·cited 6×
  The court held that the district court erred in calculating partnership profits and in failing to order an accounting for post-dissolution profits, but correctly denied jury trials and venue changes. The court also found certain charges in the open book account claim unsupported.
• Wallan v. Rankin
  173 F.2d 488· 9th Cir.· 1949-03-11 ·cited 6×
  Federal court in California must apply California's conflict of law rules, which allow survival of tort claims against a deceased tortfeasor's estate and permit foreign administrators to sue for the benefit of dependents.
• Detrio v. Boylan
  169 F.2d 77· 5th Cir.· 1948-07-23 ·cited 6×
  The court held that the trial court erred in finding that no partnership was formed based on an oral agreement, and that the purchase of a partnership interest was contingent.
• Horizon/CMS Healthcare Corp. v. S. Oaks Health Care, Inc.
  732 So. 2d 1156· Fla. 5th DCA· 1999-04-16 ·cited 4×
  Horizon/CMS Healthcare appealed a judgment favoring Southern Oaks in a breach of contract case involving partnership dissolution. The court affirmed, holding that under Florida's Revised Uniform Partnership Act (RUPA), dissolution ordered by judicial decree on grounds that partie
• Infusaid Corp. & Metal Bellows Corp. v. Intermedics Infusaid, Inc.
  739 F.2d 661· 1st Cir.· 1984-05-30 ·cited 4×
  A court may order specific performance of a joint venture agreement, even after a dissolution per se, if all parties are corporations, legal remedies are inadequate, and the relationship lacks a significant personal service component.
• Williamson v. Houston Stephens & Houston's H & W Meats, Inc.
  411 So. 2d 286· Fla. 1st DCA· 1982-03-18 ·cited 4×
  Williamson sought to rescind a partnership dissolution agreement with Stephens and obtain an accounting of partnership assets. The trial court dismissed his third amended complaint, and the appellate court affirmed, holding that rescission is unavailable absent an independent gro
• President Myers v. Brown
  296 So. 2d 121· Fla. 1st DCA· 1974-06-11 ·cited 4×
  No partnership existed because the written agreement stated the parties were independent operators using a common name and dispatcher service but not sharing profits or assuming liability for each other, which fails to satisfy the Uniform Partnership Act definition of co-ownershi
• Baker Commodities, Inc. v. Commissioner OF Internal Revenue
  415 F.2d 519· 9th Cir.· 1969-08-08 ·cited 4×
  The court held that the Tax Court correctly applied Section 318(a) attribution rules, including 'sidewise' attribution, and that the partnership Manchester Medical Hospital had not terminated for tax purposes.
• Higgins v. Shenango Pottery Co.
  279 F.2d 46· 3d Cir.· 1960-05-10 ·cited 4×
  Officers and directors who breach their fiduciary duty by diverting corporate opportunities are liable for the profits gained, even if those profits were subsequently reduced by renegotiation. Limited partners are also liable if they had notice of the breach.
• Mallin v. Schaper
  185 F.2d 1· 7th Cir.· 1950-11-02 ·cited 4×
  The court held that the surviving partner was an indispensable party, and because his presence would destroy diversity jurisdiction, the trial court lacked jurisdiction to hear the case.
• Troupe v. Milford J. Seby
  416 F.2d 514· 9th Cir.· 1969-09-11 ·cited 3×
  The court held that the trial court's findings of fact and conclusions of law were supported by substantial evidence, particularly regarding the plaintiffs' failure to mitigate damages, and affirmed the judgment.
• Cadwalader v. Beasley
  728 So. 2d 253· Fla. 4th DCA· 1998-12-30 ·cited 2×
  CW&T, a major law firm, wrongfully expelled partner Beasley by closing his office without contractual authority to do so. The trial court awarded Beasley damages for breach of the partnership agreement, but the appellate court reversed the awards for profits and attorney's fees w
• Hayes v. H.J.S.B.B. Joint Venture
  595 So. 2d 1000· Fla. 4th DCA· 1992-03-04 ·cited 2×
  The court reversed a judgment quieting title to property in favor of a joint venture against subsequent purchasers. The court held that under Florida's Uniform Partnership Act, joint ventures are governed by partnership law, and bona fide purchasers without notice of a quitclaim
• Unger v. Commissioner OF Internal Revenue
  936 F.2d 1316· D.C. Cir.· 1991-06-28 ·cited 2×
  A Canadian resident's limited partnership interest in a U.S. partnership creates a "permanent establishment" in the U.S. under the U.S.-Canada Income Tax Convention, making their distributive share of capital gains taxable by the U.S.