Frank v. R.A. Pickens & Son Company

R. A. Pickens & Son Company (the partnership) (defendant) was a farming partnership managed by R. A. Pickens. In 1968 Louis Frank (plaintiff) joined the partnership, eventually acquiring a 3 percent interest. Frank and the partnership agreed that Frank would pay for his interest by applying his share of the partnership’s profits to the debt. In 1976 Pickens fired Frank and offered him a check worth $36,000, which equaled 3 percent of the partnership’s capital minus the remaining debt Frank owed the partnership for his interest. Frank did not accept the check. Rather, Frank argued that upon his termination the partnership had to be liquidated and sold. Frank based this argument on the fact that the Uniform Partnership Act allows a partner to force a liquidation and sale of the partnership upon his removal or withdrawal. Pickens argued that there was an oral agreement between the partnership and Frank that Frank’s membership in the partnership could be terminated by Pickens at any time and Frank’s interest could be purchased by the partnership. At trial, former partners in the partnership testified that their partnership arrangements likewise allowed Pickens to terminate their memberships and purchase their interests in the partnership at will. The trial court found that Frank had agreed to such an arrangement, and as a result, the Uniform Partnership Act provision that allowed a partner to force a sale of the partnership did not apply. Frank appealed.