Oral Partnership Agreements

It is important to get it in writing, especially when it comes to business ventures. Contrary to popular belief, it is possible for a business partnership to exist without a writing saying so. If a court determines that a partnership exists, then this means that the partners owe each other a host of fiduciary duties. This can lead to a significant amount of unintended legal consequences and actual or potential liabilities.
In determining whether a partnership exists, a court can find that there is an oral partnership agreement or imply a partnership from the acts and conduct of the parties. Brotherton v. Kissinger, 550 S.W.2d 904, 907 (Mo. Ct. App. 1977). The intent of the parties is the primary criterion for determining whether a partnership exists. Id. Importantly, moreover, if the party claiming an oral partnership is able to establish a definite and specific agreement, then the oral agreement will stand without regard to the statute of frauds. Nesler v. Reed, 703 S.W.2d 520, 523 (Mo. Ct. App. 1985).
Contact with questions.

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