Puritz v. Rosen, 82-2488

• Decision Date: 23 November 1983
• Docket Number: No. 82-2488,82-2488
• Parties: Lauren S. PURITZ, Appellant, v. Jerome L. ROSEN, Appellee.
• Court: Florida District Court of Appeals

Page 278

442 So.2d 278

Lauren S. PURITZ, Appellant, v. Jerome L. ROSEN, Appellee.

No. 82-2488.

District Court of Appeal of Florida Fourth District.

Nov. 23, 1983.

Rehearing Denied Jan. 17, 1984.

Lee H. Schillinger, Coral Gables, for appellant.

Eric R. Schwartz of Weitz & Schwartz, P.A., Lauderdale Lakes, for appellee.

BERANEK, Judge.

This appeal concerns the dissolution of a partnership and the resulting suit for damages and an accounting which the plaintiff/appellant, Puritz, brought against defendant/appellee, Rosen. As framed by the pleadings, the primary issue presented for adjudication by the trial court was whether the accounting partnership established between Rosen and Puritz on April 1, 1974, survived their merger with the accounting partnership of Holtz & Company on February 1, 1977. The trial court denied all relief requested by plaintiff upon the finding that all rights and liabilities between the parties were terminated or merged upon the commencement of their dealings with Holtz & Company. We disagree and reverse.

In early 1974, Rosen and Puritz agreed to form a partnership. The parties drafted and executed a series of agreements which altogether constituted their partnership agreement. The documents included a partnership agreement which provided profit and loss sharing between Rosen and Puritz on an 80%/20% basis. In the case of a dissolution by withdrawal of either partner, they were required to liquidate the accounting practice between themselves. The value of each partner's interest was to be determined in accordance with a valuation formula based on the previous calendar year's gross billings. This formula was contained in a buy and sell agreement which was incorporated by reference into the partnership agreement. The parties also executed an agreement which clearly identified Puritz's purchase of a 20% interest in Rosen's accounting practice which included fixed assets of furniture, fixtures, equipment, a computer subject to a chattel mortgage and note, and the goodwill of Rosen's accounting practice. Further, Rosen agreed to grant Puritz an option to purchase an additional 20% of his accounting practice, and this also was memorialized in a written option agreement. On April 29, 1976, the parties entered into an option agreement extension extending the option agreement until April 30, 1978.

In December, 1976, Rosen and Puritz were approached by Holtz & Company, a large accounting concern, which was considering opening an office in Fort Lauderdale. An agreement was reached and on February 1, 1977, Rosen and Puritz joined Holtz & Company. On that same day, Rosen and Puritz exercised the extended option agreement existing between themselves by the execution of an agreement whereby Puritz purchased an additional 20% of Rosen's accounting business for $30,000, thereby giving Puritz a total 40% interest in the accounting practice. As consideration, Puritz executed and delivered a promissory note for $35,000, payable to Rosen ($5,000 of which was for an unrelated debt). Rosen and Puritz then instructed Holtz & Company to split their attributable earnings at 60%/40%. Puritz made payments to Rosen pursuant to the promissory note.

In April, 1978, problems arose and the income split was changed to 70%/30%. Puritz acquiesced in this agreement. At the end of 1978, Puritz completed payment on the promissory note and received an acknowledgment from Rosen which stated:

JEROME L. ROSEN hereby acknowledges receipt of the sum of Ten Thousand Dollars ($10,000) from LAUREN S. PURITZ as full and final payment of a promissory note dated February 1, 1977 in the face amount of Thirty-Five thousand...