$15,286 Fee Award Affirmed Against Limited Partners Joining Unsuccessful Petition to Wind Up Partnership.
When a contractual fees clause covers “any dispute,” such broad language usually gives rise to fee entitlement. It did in the next case we look at.
In LaRocca v Briasco, Case No. B217071 (2d Dist., Div. 8 Oct. 14, 2010) (unpublished), general partner was awarded $7,702.50 fees in a probate proceeding and $15,286 fees in a subsequent civil proceeding when two limited partners lost a partnership wind-up petition under a partnership agreement with a fees clause broadly covering “any” dispute between partners under the agreement. Limited partners appealed the latter fee award.
They likely were disappointed on appeal, because the fee award was affirmed.
They first argued that only an oral partnership was involved because the partnership had expired under the express term of the partnership agreement. Both the trial and appellate courts disagreed, observing that the partnership had been actually operational for 7 years beyond the stated term so that the partnership continued by operation of Corporations Code section 16406. That also meant that fee exposure continued under the partnership agreement because the continuation also continued rights and obligations under the contract.
The second argument was that the contractual fees clause did not cover the wind-up petition dispute, but the breadth of the fee provision submarined this argument.