Brennan v. Brennan Associates
A partnership that requests that a court judicially dissociate one of the partners is obligated to purchase that partner's interest as of the date of the trial court's grant of the partnership's motion. In 1984, the plaintiff, Thomas Brennan, signed a partnership contract to manage the Trumbull Shopping Center in Trumbull, Conn. The plaintiff and Richard Aiello each owned 32 percent of the partnership. When Richard Aiello passed away in 2004, the partners' relationships became acrimonious. The partners possessed starkly divergent views on managing the business. The defendants sought to dissociate the plaintiff from the partnership. In September 2006, Superior Court Judge Lynda Munro granted the defendants' motion to dissociate the plaintiff. The plaintiff appealed and, in 2009, the Connecticut Supreme Court affirmed. The parties disputed whether the date of judicial dissociation was September 2006 or 2009. The Superior Court found that the pertinent date was September 2006. The parties also disputed the value of the plaintiff's interest. The defendants argued that the plaintiff's interest was worth $6.8 million, and the plaintiff objected that his interest was worth $9.4 million. The court found that the partnership was valued at $27 million and that the plaintiff's interest was worth $8.6 million. The plaintiff failed to prove negligent mismanagement of the partnership. The partnership failed to prove that the plaintiff breached his fiduciary duty, as a result of fraud or self-dealing, or that the plaintiff's conduct damaged the partnership. "The fact that the parties could not agree on a singular approach," wrote the court, "did not constitute a breach of the duty of loyalty . . . under the Uniform Partnership Act." The partnership did not prove that the plaintiff's conduct caused it to pay any settlements or judgments. Neither party alleged breach of the partnership contract. Absent evidence of arbitrary or vexatious conduct, the court did not award attorneys' fees. The court deducted $1.7 million already paid to the plaintiff and awarded the plaintiff $6.9 million, plus interest of 8 percent per year. The court rejected the partnership's argument that no payment is due until 2016, when the partnership's term ends.