Singer v. Singer

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.

• Page 228

  The 1977 restated partnership agreement contained the following paragraph:

  8. 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 16⅔%, but withdrew it before it had been accepted. Joe then brought suit.