Villanueva v. Villanueva

Outcome

Excerpt

The plaintiff sought to recover damages from the defendant, his brother, for breach of an implied in fact contract. The plaintiff started a landscaping company and, although the defendant started working for the plaintiff as an employee, they eventually became de facto equal partners, sharing the profits and management of the business. No written partnership agreement was ever entered into by the parties. At one point, the defen- dant formed a limited liability company with himself as the sole member because the plaintiff lacked a tax identification number, but the business of the LLC was a continuation of the landscape company started by the plaintiff and the parties remained partners. The defendant later locked the plaintiff out of the landscaping business, taking all the customers, crew, tools, vehicles, and equipment along with all the cash in two bank accounts, leaving behind certain masonry/tree equipment and vehicles. At that time, landscaping represented 90 percent of the business income and the portion left to the plaintiff represented only 10 percent of the revenue. The trial court found that an implied partnership existed between the parties and that the defendant breached the terms of the partnership agreement, and it rejected the defendant's special defenses. From the judgment rendered for the plaintiff, the defendant appealed to this court. Held: 1. The trial court's finding that there was an implied partnership agreement between the parties was not clearly erroneous; the court's finding was supported by ample evidence in the record that the parties regarded each other as partners, including evidence that both the plaintiff and the defendant were compensated by withdrawals from the business account for personal expenses, they jointly managed the business and shared its profits, and they jointly purchased real estate using corpo- rate funds. 2. The trial court did not err in concluding that the plaintiff provided credible evidence of his damages; the co