Gary E. White Attorney, P. A., et al. v. Blackwell, et al.
| Docket Number: | 2009-CA-01465-COA Linked Case(s): 2009-CA-01465-COA ; 2009-CT-01465-SCT |
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| Court of Appeals: |
Opinion Link Opinion Date: 12-13-2011 Opinion Author: Roberts, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Dissolution of partnership - Interlocutory opinion - M.R.A.P. 28(a)(6) - Breach of partnership agreement - Fiduciary duties - Section 79-13-404(c) - Post-dissolution fees Judge(s) Concurring: Lee, C.J., Irving and Griffis, P.JJ., Barnes, Ishee, Carlton, Maxwell and Russell, JJ. Non Participating Judge(s): Myers, J. Procedural History: Bench Trial Nature of the Case: CIVIL - OTHER |
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| Trial Court: |
Date of Trial Judgment: 06-02-2009 Appealed from: Harrison County Chancery Court Judge: Edward C. Prisock Disposition: SECTION 15(I) OF THE PARTNERSHIP AGREEMENT CONTROLLED THE DISSOLUTION OF THE PARTNERSHIP Case Number: 06-02241(1) |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Gary E. White Attorney, P. A., and Gary E. White, Individually and as Agent for Blackwell and White, a Partnership |
CHESTER D. NICHOLSON
GAIL D. NICHOLSON |
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| Appellee: | Leonard A. Blackwell, II, Leonard A. Blackwell, Attorney, P. A., Latricia S. Tisdale and Latricia S. Tisdale, P. A. | JUDY M. GUICE SARAH COURTNEY REESE WYNN E. CLARK |
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| Topic: | Dissolution of partnership - Interlocutory opinion - M.R.A.P. 28(a)(6) - Breach of partnership agreement - Fiduciary duties - Section 79-13-404(c) - Post-dissolution fees |
| Summary of the Facts: | Gary White filed a complaint requesting the chancery court to aide in dissolving the Blackwell and White (a law firm) partnership and in the “winding up of the partnership in accordance with the law and the facts, with a finding that it was the conduct of [Leonard] Blackwell that proximately caused the partnership to dissolve.” The chancery court bifurcated the case and entered an interlocutory order, finding that Blackwell’s withdrawal letter dated May 1, 2006, was the effective date of dissolution; therefore, Section 15(I) of the partnership agreement controlled the dissolution of the partnership. A trial was held on the remaining issues, and a judgment was entered in favor of Blackwell. White appeals. |
| Summary of Opinion Analysis: | Issue 1: Interlocutory opinion White argues that the chancellor erred in failing to readdress the interlocutory opinion, titled “Findings of Fact and Conclusions of Law,” entered on November 18, 2008, when he entered the final judgment on June 5, 2009. In his final judgment, the chancellor stated that White had not filed a motion for reconsideration of the interlocutory opinion; therefore, the findings from his interlocutory opinion stood. Pursuant to M.R.A.P. 28(a)(6), White’s argument must provide his contentions and reasons for those contentions, with citations to the authorities, statutes, and parts of the record relied on. Although White alleges the chancellor erred as a matter of law in failing to readdress the issues in his interlocutory opinion, White has cited no relevant authority that required the chancellor to do so. Issue 2: Breach of partnership agreement White argues that the chancellor erred in failing to find Blackwell breached the Agreement by splitting fees with a non-lawyer, failing to devote his full time and best effort to the Partnership, appropriating Partnership opportunities, and failing to account for client fees paid. White submits that Blackwell split attorneys’ fees with John Felsher which was a breach of the Agreement and a breach of Blackwell’s fiduciary duties. Blackwell contends that he did not split fees and that Felsher was not paid until the attorneys’ fees were collected and deposited into the firm’s account. The chancellor found that the fee Felsher received “was a flat rate and not a pre-determined percentage of attorneys’ fees[,]” and the payment was unrelated to the amount of attorneys’ fees the firm collected. The record does not provide any contradictory evidence to find that the chancellor was manifestly wrong or clearly erroneous in his decision. White argues that Blackwell breached Section 6 of the Agreement by failing to devote his full time and best efforts to the firm. The chancellor found that although Blackwell was involved in other activities, “this does not carry with it the assumption that Blackwell was not also working full time for the benefit of the [Partnership],” and the chancellor found there was nothing in the record to indicate that Blackwell did not devote his full time to the Partnership. White also argues that Blackwell and Felsher’s partnership conflicted with their Partnership and that there were several situations in which the two partnerships were in competition with one another. To prevail on a claim of usurped business opportunities, White must show that the business opportunity was logically related to the existing business or a prospective activity and that the Partnership could have taken advantage of the opportunity because it was solvent at the time. The chancellor found White failed to prove the opportunities were logically related to the existing business of practicing law. The Blackwell and Felsher partnership mainly involved real estate investments, and, in fact, the Partnership benefitted from the Blackwell and Felsher partnership because the Partnership was retained for any legal services needed. The record does not present any evidence the chancellor was manifestly wrong or clearly erroneous when holding that Blackwell did not breach any contractual duties. Issue 3: Fiduciary duties White argues that Blackwell breached his fiduciary duties to the Partnership. A partner’s duty of care, found at section 79-13-404(c), “is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.” Ultimately, the chancellor found that Blackwell did not owe a duty to disclose any more facts than he had already disclosed regarding his and Felsher’s partnership and that nothing in the record presented indicated that Felsher’s interests were adverse to the Partnership. The chancellor’s findings were not manifestly wrong, clearly erroneous. Issue 4: Post-dissolution fees White argues that chancellor erred in not awarding him certain post-dissolution fees. He argues that the chancellor erred in failing to distribute the post-dissolution fees based on Section 18 of the Agreement. However, the chancellor properly applied Section 15 of the Agreement; therefore, the distribution of fees under Section 18 of the Agreement will not be addressed. |
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