Liechty v. Liechty
| Decision Date | 23 June 1975 |
| Docket Number | No. 9073,9073 |
| Citation | 231 N.W.2d 729 |
| Parties | Silas R. LIECHTY and Jonathan A. Liechty, Plaintiffs, Appellees, v. Ezra H. LIECHTY, Defendant, Appellant. Civ. |
| Court | North Dakota Supreme Court |
Syllabus by the Court
1. A general partnership formed under any statute of this state prior to July 1, 1959, including the general partners of a special or limited partnership formed prior to July 1, 1959, are governed by the provisions of Chapters 45--05 through 45--12, from and after July 1, 1959. Section 45--12--02, N.D.C.C.
2. The partnership agreement is the heart of the partnership and, in many respects, is the law of partnership.
3. The trial court does not have the power to issue an order confirming a date of dissolution when there has been no dissolution in accordance with a provision in the partnership agreement, by mutual agreement, or by a decree of the court.
Kenneth M. Moran, Jamestown, for defendant, appellant.
Wheeler, Wolf, Welfald & Durick, Bismarck, for plaintiffs, appellees, argued by Ronald W. Wheeler, Bismarck.
This is an appeal by the defendant, Ezra H. Liechty (Ezra) from an interim order of the District Court of Burleigh County confirming the date of dissolution of a partnership. The order set March 9, 1972, as the date of dissolution and appointed a Special Master to complete the winding up of the partnership. Ezra appeals from the entire interim order.
The order of the trial court is reversed and set aside.
On or about January 1, 1957, the plaintiffs, Silas R. Liechty and Jonathan A. Liechty (Silas and Jonathan), formed a general partnership with the defendant, Ezra H. Liechty. The partnership was known as Liechty Bros. and conducted the business of farming, beef production, mobile home sales, and other business. Liechty Bros. subsequently became involved in the development and operation of Mobile Home Parks.
By their partnership agreement, each of the parties agreed to meeting on March 9, 1972, Silas and Jonathan unilaterally moved to terminate Ezra's privilege to sign checks and otherwise obligate the partnership in its business affairs. Although Ezra continued to draw an equal income from the partnership until December 1, 1973, when his status as an employee of the partnership was ended, the trial court confirmed Silas and Jonathan's prayer that the partnership was terminated as of March 9, 1972, and established this date as the date of dissolution of the partnership.
experience and training in the performance of such work as may be required in the furtherance of the business of the partnership and shall not engage in any other business activity without the written consent of each of the other partners.'
On September 30, 1974, the trial court issued an interim order confirming March 9, 1972, as the date of dissolution of the partnership and appointed a Special Master to promptly complete the winding up of the partnership. Ezra appeals from this order, declaring the date of dissolution to be March 9, 1972, and specifying that plaintiffs must account to defendant for the value of his share of partnership capital as of that date, plus partnership profits until the winding up is completed.
The only issue before this court is whether the finding that the date of dissolution determined by the trial court in its interim order to be March 9, 1972, was clearly erroneous.
In enacting Chapter 326 of the Session Laws of 1959, the North Dakota Legislative Assembly adopted the Uniform Partnership Act and repealed all of Chapters 45--01 through 45--04 of the North Dakota Revised Code of 1943. See Sections 45--1203 and 45--1204 of Chapter 326, S.L.1959.
Although the Legislature stated in § 45--0503(5) of that Act that: 'This Act shall not be construed so as to impair the obligations of any contract existing when the Act goes into effect, nor to affect any action or proceedings begun or right accrued before this Act takes effect,' it also provided in § 45--1202 of that Act that: 'A general partnership formed under any statute of this state prior to July 1, 1959, including the general partners of a special or limited partnership formed prior to July 1, 1959, are governed by the provisions of this Act (Chapters 45--05 through 45--12), from and after July 1, 1959.'
Accordingly, we hold that Chapters 45--05 through 45--12, N.D.C.C., are applicable to the dissolution and winding up of the Liechty Bros. partnership, which was formed in 1957, no action or proceedings having been begun affecting dissolution prior to July 1, 1959.
The partnership agreement in many respects is the law of partnership. Bailey v. McCoy, 187 Neb. 618, 193 N.W.2d 270 (197...
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