Owen v. Cohen
Supreme Court of California
119 P.2d 713 (1941)
Owen (plaintiff) and Cohen (defendant) orally agreed to jointly own a bowling alley, with Owen loaning the partnership $6,986.63 to buy equipment, to be repaid from business profits; although initially profitable, the partners fell into escalating conflict over management, with Cohen insisting on dominance, publicly belittling Owen in front of customers and employees, refusing manual work, misusing partnership funds personally, and demanding a gambling room over Owen's strong objection, all while monthly receipts steadily declined. When Owen offered Cohen either a buyout of his own interest or a sale of Cohen's interest to him, Cohen refused both, insisting the business continue on his own terms until he chose to sell; Owen sued to dissolve the partnership, and the trial court ordered dissolution, appointed a receiver to sell the assets, and directed that Owen receive half the proceeds plus repayment of his $6,986.63 loan.
Whether a partnership may be judicially dissolved based on one partner's cumulative pattern of hostile, uncooperative conduct that harmed the business, even if the individual disputes might seem minor in isolation, and whether the loaning partner remains entitled to repayment despite the agreement that repayment come from profits.