Parker v. Northern Mixing Co.

In June 1984, Douglas Guthrie (Douglas), Daniel Mark Parker, III (Ike) (plaintiff), and C. J. Guthrie (C.J.) orally agreed to purchase an asphalt plant in a venture known as Northern Mixing Company (NMC) (defendant). Douglas, Ike, and C.J. planned for NMC to supply asphalt to Parker Paving Corporation, a business established by Ike. Douglas was a salesman for Guthrie Machinery Company, an asphalt-plant sales firm owned by C.J., his father. NMC operated for two months in 1984 and was discontinued as a business in the winter of 1984–85. Douglas, Ike, and C.J. were not able to reach an agreement on the allocation of the partnership’s assets, profits, and liability because the terms of the NMC partnership were disputed, other than dividing profits equally. Douglas and C.J. filed a complaint in the superior court against Ike, seeking possession of the asphalt plant, damages for diminution of the plant’s value, and an accounting of NMC’s income and disbursements. C.J. claimed expenses, including the original financing to NMC, a fine and attorney’s fees incurred in connection with an environmental violation involving the asphalt plant, and interest. Ike, through Parker Paving, claimed expenses incident to the operation of NMC. The superior court found that the fine, attorney’s fees, and cost of repair work of application of slurry coat to a finished project were properly charged against NMC. The superior court further determined that although NMC was intended to be a corporation, NMC was actually a de facto partnership of Ike and Douglas. After applying Alaska’s Uniform Partnership Act, the superior court determined that neither party was at fault for the dissolution of NMC. The superior court also determined that C.J. was a creditor of NMC and was in a partnership at will as to Ike and Douglas. The superior court ordered a judgment for NMC against Ike, a judgment for Douglas against NMC, a judgment for C.J. against NMC, and the transfer from NMC, Douglas, and Ike to C.J. of all rights, title, and interest in the plant in satisfaction of all of C.J.’s claims. An appeal and cross-appeal were filed in regard to the partners’ shares of the partnership’s profits and losses.