Chapter 68

NOTE: Subject sections all subsequently repealed

NOTES OF DECISIONS

The law applicable to partnerships applies to joint ventures. First W. Mtg. Co. v. Hotel Gearhart, Inc., 260 Or 196, 488 P2d 450 (1971)

Although the basic rule is that any partner has the right to force liquidation by sale, the trial court did not err in distributing the assets of a dissolved partnership without sale. Nicholes v. Hunt, 273 Or 255, 541 P2d 820 (1975)

When partners incorporated continuation provision in partnership agreement, death of partner did not result in automatic dissolution; thus, for purposes of estate tax, value of deceased partner’s interest could not be ascertained on basis of that interest upon liquidation, but rather was properly ascertained on basis of fair market value of decedent’s interest. Estate of Watts v. Commissioner of Internal Revenue, 823 F2d 483 (1987)

ATTY. GEN. OPINIONS: This [former] chapter as authorizing partnership of corporation and individual, (1972) Vol 36, p 94

68.020

NOTE: Repealed as of January 1, 2003

ATTY. GEN. OPINIONS: Construing partnership to include an association of a professional corporation and an individual, (1972) Vol 36, p 94

68.050

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Common law principles are not applicable when subject is covered by this [former] chapter. Valliere v. Stafford, 77 Or App 339, 713 P2d 668 (1986)

68.110

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Where wife worked full time in company business, was considered by husband to be head of office in his absence, drew no salary for her work, was registered as co-proprietor in business and had her name on title to most of company property, company was held in partnership by parties and thus was not subject to antenuptial agreement. Leathers and Leathers, 98 Or App 152, 779 P2d 619 (1989), Sup Ct review denied

ATTY. GEN. OPINIONS: Construing partnership to include an association of a professional corporation and an individual, (1972) Vol 36, p 94

68.130

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Factors considered in determining whether joint venturers intended real property to be an asset of the joint venture include: The use to which the land is put; whether the partnership improved the land; whether it is carried as an asset on the partnership’s books; declarations of the partners; whether income from the land is treated as a partnership asset. First Western Mtg. Co. v. Hotel Gearhart, Inc., 268 Or 613, 522 P2d 881 (1974)

68.210

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

The members of a partnership may, if they wish, agree to leave the management of the business in the hands of a single managing partner. Elle v. Babbitt, 259 Or 590, 488 P2d 440 (1971)

An agreement to authorize a single partner to manage the business may be implied from the parties’ course of conduct. Elle v. Babbitt, 259 Or 590, 488 P2d 440 (1971)

Joint venturers are agents of each other in transactions within the scope of the joint venture in the same sense as partners are agents of one another. Stone-Fox, Inc. v. Vandehey Development Co., 290 Or 779, 626 P2d 1365 (1981)

Where one venturer revealed to third party that he had no authority to sell real property for less than a specified price and later received express authority from other venturer to sell at lower price, such authority had to be in writing to satisfy statute of frauds. Stone-Fox, Inc. v. Vandehey Development Co., 290 Or 779, 626 P2d 1365 (1981)

68.220

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

68.270

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Where attorney failed to object to appellee’s failure to join all of attorney’s former partners and entire debt was merged in judgment, Oregon partnership law provided no refuge to avoid liability underlying contempt order. In Re Merrill Lynch Relocation Management, Inc., 812 F2d 1116 (1987)

Where creditor obtains judgment against partnership but is unable to satisfy judgment with partnership assets, creditor may bring second suit against individual general partners to recover remaining debt. U.S. v. Sohn, 971 F. Supp. 488 (D. Or. 1997)

LAW REVIEW CITATIONS: 32 WLR 147 (1996)

68.280

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Under conflicting evidence that sellers of hay relied on representations that both persons who were present to buy hay were partners, that sellers extended credit on basis of representation of partnership, and that one of putative buyers was in fact only lending money to buyer, whether putative buyer and actual buyer were partners was question for trier of fact. Murphy v. Jacobs, 280 Or 215, 570 P2d 371 (1977)

When partnership by estoppel arises, liability attaches to anyone who holds self out or allows self to be held out as partner, causing another to detrimentally rely on representation. Dority v. Driesel, 75 Or App 180, 706 P2d 995 (1985), Sup Ct review denied

68.290

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Where partnership agreement provided that purchase price of withdrawing partner’s share would be determined upon accrual basis by certified public accountant, partner withdrew from partnership prior to time settlement agreement was reached on claim against partnership, and accountant’s valuation of purchase price at time of withdrawal contained no offset with respect to claim against partnership, withdrawing partner was not liable to prior partners for any portion of claim against partnership. Morgan v. Balzhiser, 279 Or 343, 568 P2d 1354 (1977)

68.310

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

The members of a partnership may, if they wish, agree to leave the management of the business in the hands of a single managing partner. Elle v. Babbitt, 259 Or 590, 488 P2d 440 (1971)

An agreement to authorize a single partner to manage the business may be implied from the parties’ course of conduct. Elle v. Babbitt, 259 Or 590, 488 P2d 440 (1971)

Partner was entitled to credit for payments of salaries and vacation time owed by partnership to its employes, notwithstanding that employes continued in employ of such partner after dissolution of partnership. Oswald v. Leckey, 280 Or 761, 572 P2d 1316 (1977)

68.340

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

“Consent” means informed consent based on partner’s full disclosure of all material facts. Starr v. International Realty, Ltd., 271 Or 396, 533 P2d 165 (1975)

Absence of deception or fraud is not sufficient to allow partner acquisition of transaction benefit in connection with partnership. Starr v. International Realty, Ltd., 271 Or 396, 533 P2d 165 (1975)

Where partner commits flagrant breach of fiduciary duty, payment of interest on amount improperly received is proper. Starr v. International Realty, Ltd., 271 Or 396, 533 P2d 165 (1975)

Partner sharing improperly acquired benefit with third parties may be held accountable for full amount of acquired benefit. Starr v. International Realty, Ltd., 271 Or 396, 533 P2d 165 (1975)

Under this section partners were liable to partnership for profits resulting from development where evidence indicated that they had intercepted partnership opportunity to obtain financing and develop property. Wright v. Ogle, 283 Or 505, 584 P2d 737 (1978)

68.350

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

In accounting among partners, interest is available only if partner violated fiduciary duty, and thus judgment must be modified to exclude prejudgment interest where no breach of fiduciary duty was alleged. Deyoe v. Holloway, 96 Or App 105, 771 P2d 652 (1989), Sup Ct review denied

68.510

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Evidence sustained the finding that the parties had continued the joint venture arrangement beyond the date when a company with which they had been dealing went bankrupt so that the date of the bankruptcy was not the date that the joint venture ended for purposes of determining the application of the statute of limitations to one joint venturer’s claim against the others. Moran v. H. W. S. Lumber Co. Inc., 538 F2d 238 (1976)

Dissolution designates point in time when partners cease to carry on business together, but does not terminate partnership. Blandau v. Rennick, 147 Or App 203, 935 P2d 457 (1997), modified148 Or App 268, 940 P2d 242 (1997), Sup Ct review denied

68.530

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

While a court of equity will not decree dissolution because of trifling disputes among the partners, dissolution will be granted where the dissentions are so serious and persistent as to make continuance impracticable, or where all confidence and cooperation between the parties has been destroyed. First W. Mtg. Co. v. Hotel Gearhart, Inc., 260 Or 196, 488 P2d 450 (1971)

The right of either party to dissolve the partnership did not preclude a suit by one for dissolution by judicial decree. First W. Mtg. Co. v. Hotel Gearhart, Inc., 260 Or 196, 488 P2d 450 (1971)

68.540

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

The right of either party to dissolve the partnership did not preclude a suit by one for dissolution by judicial decree. First W. Mtg. Co. v. Hotel Gearhart, Inc., 260 Or 196, 488 P2d 450 (1971)

68.570

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

It was proper to include in partnership accounting a $20,000 liability incurred after entry of decree dissolving partnership where $20,000 was used to pay current liability which arose during winding up of partnership business. Meuret v. Meuret, 48 Or App 701, 617 P2d 918 (1980)

68.620

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

In a dissolution governed by this section a partner contributing capital is entitled to a return of his contribution before a division of profits is made. First Western Mtg. Co. v. Hotel Gearhart, Inc., 268 Or 613, 522 P2d 881 (1974)

The value of a capital contribution for purposes of this section is determined as of the time of the contribution. First Western Mtg. Co. v. Hotel Gearhart, Inc., 268 Or 613, 522 P2d 881 (1974)

If the partnership agreement provides for the distribution of the partnership property the rights of the partners are governed by the partnership agreement rather than this [former] chapter. Hunter v. Straube, 273 Or 720, 543 P2d 278 (1975)

Though statute does not specify particular method, market value, although not only method of valuation, is one acceptable method of determining value of joint venture property. Murray v. Rowena Dell Joint Venture, 88 Or App 52, 744 P2d 569 (1987), Sup Ct review denied

68.630

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

68.640

NOTE: Repealed as of January 1, 2003

NOTES OF DECISIONS

Where partnership business was continued only for purpose of winding up and liquidation, neither partner could be required to pay interest to other on capital accounts of partnership upon its termination. Meuret v. Meuret, 48 Or App 701, 617 P2d 918 (1980)

Partner cannot be made creditor under this section in dissolution proceeding where co-partner’s continuation of partnership business is for sole purpose of winding up and termination. Valliere v. Stafford, 77 Or App 339, 713 P2d 668 (1986)