General Partnerships, Death & Dissolution

General, common law partnerships are not as prevalent as corporations, limited liability companies, limited liability partnerships, or other statutory entities registered with the Missouri Secretary of State. A partnership may arise legally, however, if parties are not careful. Co-ownership and sharing of profits between one or more persons, without anything more formal (written or otherwise), is prima facie evidence of a partnership. Stuart v. Overland Medical Center, 510 S.W.2d 494, 498 (Mo. Ct. App. 1974). If a partnership is established, this in turn triggers fiduciary obligations between partners and a host of other legal responsibilities.

These default rules also include a number of items which can lead to a dissolution of the partnership. “Dissolution,” in a partnership context, is broadly any change in the relation of the partners caused by any partner ceasing to be associated in the carrying on of a business. Section 358.290, RSMo. Dissolution often leads to the winding-up and termination of the business by law. The death of a partner generally causes a partnership dissolution. Section 358.310, RSMo.

Related Articles

Future Lost Profits

February 18, 2023

The purpose of damages (i.e., a money award from a judge/jury) is to make a plaintiff whole. With a contract case, for instance, the goal is to “restore a plaintiff to the position he would have been in had the contract not been breached.” Lipton Rlty v. St. Louis Housing Authority, 705 S.W.2d 565, 569 (Mo….

Read More

Anticipatory Breach by Repudation

November 9, 2022

A breach of contract occurs when a party fails to adhere to the requirements of a contract. Missouri recognizes the concept of anticipatory breach of contract by repudiation. An anticipatory breach is the equivalent of an actual breach of contract. TDV Transp., Inc. v. Keel, 966 S.W.2d 347, 349 (Mo. App. E.D. 1998).  Generally, to establish…

Read More

Merger Doctrine, Contracts

March 8, 2022

A “merger clause” is a common provision in a contract. It will usually state something along the lines of the contract being a “complete and exclusive statement of the agreement.” If a contract is a final, complete agreement, the parol evidence rule prohibits prior or contemporaneous oral agreements which vary or contradict the written terms…

Read More

Aggrieved Party, Right to Appeal

January 19, 2022

Any “aggrieved” party to a final judgment may appeal. Section 512.020, RSMo. To be “aggrieved,” certain requirements must be present. The judgment must “operate prejudicially and directly on the party’s personal or property rights or interests, and such effect must be immediate, not merely a possible remote consequence.” Bi-State Development Agency of Missouri-Illinois Metropolitan Dist….

Read More
Scroll to Top