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BPR Group
Limited Partnership v. Bendetson, 18 Mass. L. Rep. 593,
2005
Mass. Super. LEXIS 1 (January 3, 2005) (Van
Gestel, J.). |
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One of four joint venturers served
written notice on the others that “pursuant to
Massachusetts General Laws Chapter 108A, sec. 31(1)(b)”
the joint venture “is hereby dissolved.” That notice was
effective to dissolve the joint venture even though the
joint venture agreement listed only four methods of
termination, none of which had occurred. The effective
dissolution also had the likely unintended consequence
of preventing the joint venturer from seeking judicial
dissolution of the venture.
The Court concluded that the joint
venture agreement was for a definite term:
Where a partnership agreement provides that the
partnership is to continue indefinitely, and the
partnership is therefore ’at will,’ a partner has the
right to dissolve the partnership, and the dissolution
occurs ’without violation of the agreement between the
partners.’ G.L. c. 108A, Sec. 31 (1) . . . In contrast,
where the partnership agreement provides that the
partnership is to continue for a definite term, the
partner has merely the power to dissolve, and the
dissolution |
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occurs ’in contravention of the agreement
between the partners.’ G.L.c. 108A, Sec. 31(2). “ Id.
at *6.
Although the joint venture agreement did
not expressly provide for a definite term, to conclude
otherwise would have rendered the termination provisions
in the agreement superfluous.
Because the joint venturer had dissolved
the joint venture, he could no longer seek judicial
dissolution under G.L.c. 108A, Secs. 31(1)(c), (d), or
(f) because there was nothing left to dissolve. He
therefore forfeited that possible means of protection.
The Court distinguished between the joint
venturer’s right to dissolve the joint venture and his
power to dissolve it. He had the power under the cited
section, but not the right. He therefore exposed himself
to claims for damages by the remaining members.
The Court later clarified its decision in
BPR Group Limited Partnership v. Bendetson, 2005
Mass. Super. LEXIS 102 (February 15, 2005).
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