Business Associations, Pages 227โ€“229

Singer v. Singer

Court of Appeals of Oklahoma, 1981

Facts:

  • The Singer family formed Josaline, an oil production partnership, roughly fifty years beforehand, and the interests became inherited and assigned down through the family, fractionalizing ownership.

  • LexisNexis IconWestLaw LogoGoogle Scholar LogoPage 228

    The 1977 restated partnership agreement contained the following paragraph:

    1. Each partner shall be free to enter into business and other transactions for his or her own separate individual account, even though such business or other transaction may be in conflict with and/or competition with the business of this partnership. Neither the partnership nor any individual member of this partnership shall be entitled to claim or receive any part of or interest in such transactions, it being the intention and agreement that any partner will be free to deal on his or her own account to the same extent and with the same force and effect as if he or she were not and never had been members of this partnership.
  • The partnership held a meeting where one of the investments discussed was purchasing 95 acres for $1.5 million, but the decision was deferred. Before the meeting, Joe Singer requested one of the defendants to look into the possibility of purchasing it. After the meeting, the defendants formed a general partnership named Gemini and purchased the land in Gemini's name. Joe soon learned of this and demanded that Singer Bros., his own partnership that was a partner of Josaline, be permitted to purchase 50% of the property. Defendant offered to give 16โ…”%, but withdrew it before it had been accepted. Joe then brought suit.

Procedural History:

District court declared that the land purchased by defendants is to be held in trust for a partnership.

Issue:

Did defendants' purchase of the land violate their fiduciary duty to the partnership?

Reasoning:

Under the partnership agreement, defendants had a right to do exactly what they did as it allows competing with the partners "as if there never had been a partnership." Its strong language shows that this is exactly what was contracted for. If defendants had used partnership assets, the result would be different, but that is not the case here.

Holding:

No, defendants did not violate their fiduciary agreement because the partnership agreement contracted away their duties. Reversed and remanded.

Note:

What duties can be contracted away is limited by RUPA ยง 103.


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