Ramseyer v. Ramseyer

• Decision Date: 29 December 1976
• Docket Number: No. 11939,11939
• Citation: 98 Idaho 47,558 P.2d 76
• Parties: Homer F. RAMSEYER, Plaintiff and Counter-Defendant-Appellant, v. Donald D. RAMSEYER et al., Defendants and Counter-Claimants-Respondents.
• Court: Idaho Supreme Court

Page 76

558 P.2d 76

98 Idaho 47

Homer F. RAMSEYER, Plaintiff and Counter-Defendant-Appellant, v. Donald D. RAMSEYER et al., Defendants and Counter-Claimants-Respondents.

No. 11939.

Supreme Court of Idaho.

Dec. 29, 1976.

Frederick F. Plankey, Plankey, Johnson, Kvanvig & Stoker, Twin Falls, for respondents Donald D. Ramseyer and Antelope Spings Land and Cattle Co. Paul M. Beeks, Smith & Beeks, Twin Falls, for respondent H. Duane ramseyer.

HAGAN, District Judge.

Plaintiff-appellant Homer F. Ramseyer brought this action for a judicial dissolution and accounting of an oral partnership among him and his sons, H. Duane Ramseyer and Donald D. Ramseyer. ¹ Appellant's sons defended this action, contending that the partnership had been dissolved by mutual agreement and accounts between the partners settled, and that appellant's cause of action was barred by the statute of limitations. They also counterclaimed for specific performance by appellant of an alleged agreement to execute documents necessary to the division of partnership assets and for reformation of certain documents to include terms of the dissolution agreement omitted by mutual mistake. Following a trial to the court, judgment was entered dismissing appellant's complaint on the finding and conclusion that the partnership had been dissolved and accounts settled, and that appellant's action had not been brought within the period of the statute of limitations. Judgment was entered in favor of respondents on their counterclaims. Appellant's motions to amend the judgment and to anend the findings of fact and conclusions of law were denied. Appellant brings this appeal from the judgment. ² The judgment of the trial court is affirmed.

From approximately 1959, and perhaps as early as 1957, to 1969, appellant and respondents conducted a cattle ranching business as equal partners pursuant to an oral agreement. The partnership, Ramseyer Cattle Co., owned and operated two major ranches, Antelope Springs Ranch and Grassy Hills Ranch. In addition, the partnership owned grazing rights on adjoining federal land (quantified in numbers of animal unit months-abbreviated as AUMs) and state land leases. Partnership assets also included serveral hundred head of cattle and miscellaneous equipment.

Appellant's second wife, Ebony Ramseyer, whom he married in 1958, filed for divorce in May of 1969. Subsequently, on June 12, 1969, appellant executed a deed conveying to respondents his interest in Antelope Springs Ranch and sold to respondents by bill of sale his interest in the cattle owned by the partnership. On the same date, respondents executed a deed conveying Grassy Hills Ranch to appellant and agreed orally to pay $20,000.00 to appellant's daughter. Respondents also assumed certain partnership debts, and the respective grantees assumed outstanding liabilities against the real property each received.

After June 12, 1969, respondents continued to operate a cattle ranching business as a partnership under the name of Ramseyer Cattle Company. Appellant operated Grassy Hills Ranch independently, occasionally selling hay to respondents. At a later, unspecified date, appellant sold the Grassy Hills Ranch. Respondents did not receive any of the proceeds of the sale. There were defects in the deeds made and delivered in June of 1969 in that they did not contain all AUMs and water rights the parties intended to transfer. Also, the assignment forms provided by the State of Idaho for the formal transfer of State leases were not executed.

In October of 1973, appellant filed his complaint against respondents seeking judicial dissolution of the old partnership and an accounting from respondents for transactions since 1969 involving the assets of the old partnership. Respondents answered the complaint alleging the old partnership had been dissolved by mutual, oral agreement in 1966, and raised as affirmative defenses the final settlement and winding-up of the old partnership completed on June 12, 1969, which extinguished all claims among the parties, and the bar of the statute of limitations on all claims arising out of the old partnership.

Respondents counterclaimed for reformation as necessary of the deeds of conveyance between the parties to include all appurtenant water rights and grazing rights (AUMs) omitted by mutual mistake, and for specific performance of the parties' oral agreement to execute the necessary assignment forms for transfer of the state land leases appurtenant to the real property exchanged. Appellant answered the counterclaim denying the old partnership had been dissolved and its affairs wound up. He further denied and mistakes had been made in the deeds and that any state land leases were to be transferred.

The trial court found the parties had agreed in June of 1969 to divide the assets and debts of the old partnership between them and that the agreement was executed except with respect to the AUMs, water rights and the state land leases. The court also found the parties operated independently after June 12, 1969, and that the agreement of that date was a full and complete settlement of the parties' partnership interests.

The trial court concluded there was an agreement to dissolve and complete dissolution of the old partnership on June 12, 1969, and that the partnership accounts were settled on then leaving no subsequent right to an accounting. The court held appellant's cause of action for an accounting of his partnership interest accrued on the date of dissolution and was barred by the statute of limitations after four years. Judgment was entered dismissing appellant's complaint. The trial court ordered title quieted in the real property exchanged in 1969 and decreed appellant had no right in any partnership property given to respondents in 1969. Judgment was entered for respondents on their counter-claims for reformation of the deeds and for specific performance of the agreement to transfer the state land leases.

Appellant makes several assignments of error. These assignments basically challenge the sufficiency of the evidence to sustain the trial court's findings of fact and the correctness of the trial court's conclusions of law. We believe that this case presents two issues: (1) Odes the evidence support the finding of a dissolution of the partnership?; and, (2) Does appellant have a right to an accounting? In our review of this case, we are guided by the rule the trial court findings supported by substantial and competent, though conflicting, evidence will not be set aside unless clearly erroneous and will ordinarily be sustained on appeal. Ridley v. VanderBoegh, 95 Idaho 456, 511 P.2d 273 (1973); Dunn v. Baugh, 95 Idaho 236, 506 P.2d 463 (1973); Elliot v. Elliot, 88 Idaho 81, 396 P.2d 719 (1964); Kraiter v. Jerome, 79 Idaho 148, 312 P.2d 1034 (1957); Bussell v. Barry, 61 Idaho 350, 102 P.2d 280 (1940).

There is no dispute the Ramseyer partnership is governed by applicable provisions of the Uniform Partnership Law (UPL), Title 53, Ch. 3, Idaho Code, § 53-301 et seq. However, it should be noted some specific provisions of the UPL are applicable only in the absence of an agreement to the contrary by the parties. I.C. § 53-329, defines 'dissolution' as follows:

'The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.'

So defined 'dissolution' is a legal term of art. It does not refer to the other steps in the process of completing and finishing a partnership relationship. 'On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.' I.C. § 53-330

E. g., Spencer v. Spencer, 91 Idaho 880, 884, 434 P.2d 98, 102 (1967); Elliot v. Elliot, supra, 88 Idaho at 86, 396 P.2d at 722; Barron v. Koenig, 80 Idaho 28, 42, 324 P.2d 388, 396 (1958).

A partnership relationship is legally ended and its affairs completed when the three steps of (1) dissolution, (2) winding-up or liquidation, and (3) termination are finished. Timmermann v. Timmermann, 538 P.2d 1254, 1260 (Or.1975); Heathington v. Heathington Lumber Co., 420 S.W.2d 252, 254 (Tex.Civ.App.1967). Initially we are concerned solely with the question of the dissolution of the Ramseyer partnership.

Appellant's complaint sought a judicial dissolution pursuant to I.C. § 53-332. Judicial dissolution is provided for in several situations. Here, however, the trial court found that the Ramseyers had effected a dissolution of their partnership by their voluntary acts of June 12, 1969. I.C. § 53-331 specifies several non-judicial causes of dissolution, both voluntary and involuntary. In pertinent part those causes include:

'53-331. Causes of Dissolution.-Dissolution is caused:

1. Without violation of the agreement between the partners.

a. . . .

b. By express will of any partner when no definite term or particular undertaking is specified.

c. By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.

2. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time. . . .'

The trial court here did not conclude which specific section governed the dissolution it found, though its conclusion that the dissolution was by the mutual agreement of the partners would bring the dissolution within I.C. § 53-331(1)(c).

The assets exchanged by the Ramseyers on June 12, 1969, constituted the assets of the partnership. After that date, appellant no longer participated in the manatement of the Antelope Springs Ranch, no longer wrote checks on the partnership checking account, and no longer shared in the profits or losses of the...