G & S Investments v. Belman
Arizona Court of Appeals
700 P.2d 1358 (1984)
G & S Investments (plaintiff) and Nordale (defendant) were partners, along with two others, in an apartment building venture; the partnership agreement allowed the remaining partners to continue the business after a partner's death or disability by buying out that partner's interest based on a capital-account formula. Nordale became erratic - threatening partners, sexually soliciting an underage tenant, refusing rent, and making decisions that hurt the partnership financially - prompting G & S to sue in 1981 to dissolve the partnership and buy out his interest. Nordale died during the litigation, and his estate (represented by Belman, defendant) argued the original filing itself had dissolved the partnership, requiring full liquidation rather than a buy-out; the trial court instead let G & S continue the partnership and calculated Nordale's buy-out at $4,867.57 based on his capital account's cost basis, and the estate appealed while G & S cross-appealed for attorney's fees.
Whether the mere filing of a complaint seeking judicial dissolution of a partnership itself dissolves the partnership, and whether a partner's capital account is calculated by totaling contributions and subtracting distributions on a cost basis.