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Keywords

contractplaintiffdefendantdamagestrialpartnershipcorporationcase lawexpress contractquasi-contract
contractplaintiffdefendanttrialpartnershipquasi-contract

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Sharp v. Laubersheimer, 347 N.W.2d 268

Facts

The plaintiffs and defendants were general partners in Maple Investments, a real estate partnership. After the formation of the partnership, the defendants withheld $104,000 of partnership assets, which led to the plaintiffs being unable to carry on the business. The trial court found that the defendants' actions violated the partnership agreements and awarded damages to the plaintiffs, including reimbursement for interest and finance charges, as well as compensation for services rendered to the partnership and a related corporation.

The plaintiffs and defendants were general partners in Maple Investments, a real estate partnership. After the formation of the partnership, the defendants withheld $104,000 of partnership assets, which led to the plaintiffs being unable to carry on the business.

Issue

Did the trial court err in awarding compensation to a partner for services rendered under a quasi-contract theory when the partnership agreement did not expressly provide for such compensation?

Did the trial court err in awarding compensation to a partner for services rendered under a quasi-contract theory when the partnership agreement did not expressly provide for such compensation?

Rule

Under the Minnesota Uniform Partnership Act, partners are not entitled to remuneration for acting in the partnership business unless expressly provided for in the partnership agreement.

Under the Minnesota Uniform Partnership Act, partners are not entitled to remuneration for acting in the partnership business unless expressly provided for in the partnership agreement.

Analysis

The court determined that the partnership and joint venture agreements did not provide for compensation to partners for services rendered. Since the agreements were silent on this issue, the court held that the plaintiffs could not be reimbursed for services rendered under a quasi-contract theory. The court referenced Minnesota case law that established that proof of an express contract precludes recovery in quantum meruit.

The court determined that the partnership and joint venture agreements did not provide for compensation to partners for services rendered. Since the agreements were silent on this issue, the court held that the plaintiffs could not be reimbursed for services rendered under a quasi-contract theory.

Conclusion

The Supreme Court reversed the trial court's award of $60,000 to Sharp for services rendered and remanded the case with directions to order judgment consistent with its opinion.

The Supreme Court reversed the trial court's award of $60,000 to Sharp for services rendered and remanded the case with directions to order judgment consistent with its opinion.

Who won?

The defendants prevailed in part because the Supreme Court reversed the trial court's award of compensation for services rendered, which was not supported by the partnership agreement.

The defendants prevailed in part because the Supreme Court reversed the trial court's award of compensation for services rendered, which was not supported by the partnership agreement.

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