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Keywords

plaintiffdefendantinjunctiontrialtrustwillpartnershipfelony

plaintiffdefendantstatuteinjunctionappealtrialtrustpartnership

Related Cases

Brennan v. Brennan Associates, 293 Conn. 60, 977 A.2d 107

Facts

The partnership was formed in 1984 by four partners, including the plaintiff and the deceased partner, Richard Aiello. After Aiello's death in December 2004, disputes arose among the surviving partners regarding the management of the partnership and the transfer of Aiello's interest as directed by his will. Brennan, who had been a silent partner, initiated legal action against the estate and remaining partners, claiming that Aiello's death triggered his right to purchase the deceased's interest. The surviving partners counterclaimed for Brennan's expulsion, citing his conduct as detrimental to the partnership.

In 1984, the plaintiff, the decedent, Aiello and Mihaly executed an agreement whereby they formed the partnership, principally for the management and operation of a shopping center they owned in Trumbull. The plaintiff and the decedent each held a 32 percent interest in the partnership, Aiello held a 25 percent interest and Mihaly held an 11 percent interest.

Issue

The main legal issues were whether the death of a partner constituted an event of dissociation, whether the plaintiff's conduct warranted his expulsion from the partnership, and whether the trial court had the authority to value the plaintiff's interest in the partnership.

The plaintiff appeals from the trial court's judgment granting the counterclaim filed by the defendant partners, Alexander Aiello and Serge Mihaly, seeking the plaintiff's expulsion from the partnership, pursuant to General Statutes § 34–355(5)(C).

Rule

A partner can be dissociated without causing the dissolution of the partnership, and a court may expel a partner if their conduct makes it not reasonably practicable to carry on the business with them.

That section permits the court to grant an application for expulsion if “the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner….”

Analysis

The court found that Brennan's conduct, including his refusal to consent to the transfer of the deceased partner's interest and his accusations against the other partners, created an environment of distrust and made it impractical to continue the partnership. The court also determined that the plaintiff's past felony conviction for tax fraud contributed to the breakdown of trust necessary for partnership operations.

The court found that the plaintiff's conduct, including his refusal to consent to the transfer of the decedent's interest and his accusations against the other partners, created an environment of distrust and made it impractical to continue the partnership.

Conclusion

The court affirmed the trial court's decision to expel Brennan from the partnership and denied his request for a permanent injunction regarding access to partnership records.

Who won?

The defendants, Aiello and Mihaly, prevailed in the case as the court granted their counterclaim for Brennan's expulsion based on his conduct that made it impractical to continue the partnership.

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