Breach of Partnership Agreement

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WI Court of Appeals – District I

Case Name: State of Wisconsin v. Thomas C. Wilkoski

Case No.: 2017AP732

Officials: DUGAN, J.

Focus: Breach of Partnership Agreement

Thomas C. Wilkoski appeals the trial court’s order awarding damages to Scott Fisher, his former partner, for breach of their partnership agreement (the “agreement”). This matter arises from Fisher’s small claim action against Wilkowski for payment of partnership expenses and for inspection work done on behalf of the partnership. On appeal, Wilkoski asserts that pursuant to the agreement, a partner may retire from the partnership by giving sixty-days written notice to the partnership of the partner’s intent to retire. He argues that, upon expiration of the sixty days, the partner is no longer a partner and, therefore, is not responsible for any expenses of the partnership.

By contrast, Fisher argues that pursuant to the agreement, Wilkoski continued to have the rights and obligations associated with his partnership interest, including the right to a share of the profits and liability for losses, until his interest in the partnership was properly transferred, because the partnership continued and was not dissolved. Fisher asserts that there was no transfer of Wilkoski’s interest until the purchase price for Wilkoski’s interest was determined and Fisher paid that amount to Wilkoski.

We hold that, under the terms of the agreement, Wilkoski was no longer a partner upon expiration of the sixty-days written notice that he intended to retire and that, as of that date, he was not responsible for the debts of the continuing partnership.

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Attorney Derek A. Hawkins is the managing partner at Hawkins Law Offices LLC, where he heads up the firm’s startup law practice. He specializes in business formation, corporate governance, intellectual property protection, private equity and venture capital funding and mergers & acquisitions. Check out the website at www.hawkins-lawoffices.com or contact them at 262-737-8825.