Shannon v. Monasco
| Decision Date | 06 May 1982 |
| Docket Number | No. 6331,6331 |
| Citation | 632 S.W.2d 946 |
| Parties | Albert SHANNON, et ux., Appellants, v. Larry MONASCO, et al., Appellees. |
| Court | Texas Court of Appeals |
Appellants appeal from the trial court's judgment awarding $44,500.00 actual damages and $10,000.00 exemplary damages to appellees in a suit for conversion.
Appellees were the owners and operators of a retail business operating under the name of "The Jungle Hut." During June of 1980, a partnership was orally formed between the parties for the continuation of the business that appellees had established in Waco and establishing a similar business in Stephenville. Appellees contributed all physical assets of the "Jungle Hut", its good will and their expertise, and Shannon, having no expertise, contributed a $45,000.00 line of credit. Some stock was added to the Waco store and the Stephenville building was remodeled and completely stocked with the $45,000.00. The partnership was owned one-fourth each by Albert Shannon, Joyce Shannon, Monasco and Fowler and continued until September 5, 1980, when appellees gave written notice of dissolution of the partnership. After some discussions the evidence shows the partners entered an oral agreement with appellees for the division of the assets of the partnership whereby appellees were to own and operate the business in Waco, and appellants were to own and operate the business in Stephenville. Appellees operated the Waco business as sole owners until September 30, 1980, when Albert and Joyce Shannon arrived at the Waco store with two trucks and several men, and, without consent of appellees, proceeded to remove the entire stock of goods as well as other items to Stephenville.
It is appellant's contention that there had been no termination of the partnership, that the stock of goods in the Waco store belonged to them and there was no conversion. Appellees sued seeking actual and exemplary damages alleging conversion.
Trial was to the court without a jury and the court found $44,500.00 actual and $10,000.00 exemplary damages and entered judgment accordingly. No findings of fact or conclusions of law were filed or requested; thus, it is implied the trial court made all necessary findings to support its judgment. These implied findings may be challenged by insufficient evidence points and no evidence points the same as jury findings and a trial court's findings of fact. In considering the no evidence points, we will view the evidence in its most favorable light and in considering the points challenging the sufficiency of the evidence, we will weigh all the evidence, including evidence to the contrary. Burnett v. Motyka, 610 S.W.2d 735, 736 (Tex.1980). The judgment will be affirmed if it can be upheld on any legal theory that has support in the evidence. Seaman v. Seaman, 425 S.W.2d 339, 341 (Tex.1968).
Appellants assert twelve points of error. Points one, two and seven contend there is no evidence and insufficient evidence of termination of the partnership.
A partnership goes through three steps before it ends: (1) dissolution, (2) winding up, (3) termination. The uncontroverted dissolution notice on September 5 ended all of Shannon's authority to act for the partnership except for winding up. Tex.Rev.Civ.Stat.Ann. art. 6132b, § 33. Once the partnership was dissolved, Shannon's general agency which grew out of the partnership terminated and the powers implied from the relationship terminated, except for those powers necessary to complete winding up. McKellar v. Bracewell, 473 S.W.2d 542, 549 (Tex.Civ.App.-Houston (1st district) 1971, writ ref'd n. r. e.).
Appellees testified that they met with Shannon and after a lengthy discussion it was agreed that appellees would keep the Waco store and appellants would keep the Stephenville store and that such agreement constituted a winding up of the partnership affairs.
Mr. Shannon testified he discussed winding up the partnership affairs with appellees on September 5, but the parties came to no conclusion. He stated he had entered the partnership in June of 1980 by purchasing the existing inventory for $2,295.00. According to Shannon, the oral partnership agreement was that appellees would receive fifty percent of the profits from the merchandise, but Shannon would own all the merchandise until appellees bought it back from him because both stores were stocked using a $45,000.00 line of credit that Shannon established at his bank in his own name. Shannon further testified the plan he...
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