Horizon/CMS Healthcare Corp. v. Southern Oaks Health Care

732 So. 2d 1156 (1999)

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Horizon/CMS Healthcare Corp. v. Southern Oaks Health Care

Florida District Court of Appeal
732 So. 2d 1156 (1999)

RW

Facts

Three years into the 20-year term of their partnership to operate nursing homes, Southern Oaks Health Care, Inc. (Southern Oaks) (plaintiff) sued Horizon/CMS Healthcare Corporation (Horizon) (defendant) for breaching the partnership agreement. Applying Florida’s version of the Revised Uniform Partnership Act (RUPA), the trial court entered judgment for Southern Oaks and dissolved the partnership on the grounds that the litigants had become incapable of continuing in business together. In light of the dissolution, the court denied Southern Oaks’ petition to recover 17 years’ worth of lost partnership profits. Southern Oaks based its appeal to the Florida District Court of Appeal on the wording of the partnership agreement, which listed irreconcilable differences, defined as good-faith differences of opinion, and judicial dissolution as two permissible grounds for terminating the partnership. Southern Oaks argued that it was entitled to recover its lost profits because Horizon’s failure to honor the partnership agreement did not constitute a good-faith difference of opinion and because Horizon’s breach of contract effectively and wrongfully dissolved the partnership.

Rule of Law

Issue

Holding and Reasoning (Goshorn, J.)

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