Hynansky v. Vietri
Delaware Court of Chancery
2003 WL 21976031
John Hynansky (plaintiff) and Albert Vietri (defendant) signed a document labeled "Partnership Agreement" establishing JHV Associates to purchase and develop land, designating themselves as partners under Delaware's partnership law with separate capital accounts; after zoning issues prevented development, they sold the property in 1994 at a substantial loss, and Hynansky sued Vietri for his unpaid capital contribution and share of the losses. Vietri argued he never intended to form a partnership, never read the agreement, was told by his own attorney that a limited-liability entity was being created, didn't believe he'd become an equity participant until rezoning succeeded, and alleged Hynansky treated the entity's assets as his own for tax purposes and elsewhere called it a corporation; Hynansky moved for summary judgment.
Whether a written, signed document labeled a partnership agreement, containing an integration clause, conclusively establishes that the parties actually intended to form and did form a genuine partnership, precluding summary judgment on evidence suggesting otherwise.