Singer v. Singer
Court of Appeals of Oklahoma
634 P.2d 766 (1981)
The Singer family created an oil production partnership, Josaline Production Co., in the late 1930s. Over the years, partnership interests were conveyed and passed down to other family members. Andrea and Stanley Singer (defendants) are members in the partnership, as is Joe L. Singer (plaintiff). In 1977 Josaline’s partnership agreement was re-drafted. Paragraph 8 of the re-drafted partnership agreement states that any partner may conduct his business as if he were not a member of the partnership, that individual partners are free to enter into business transactions that conflict or compete with the partnership’s business, and that other partners may not claim an interest in such transactions. Shortly before a 1979 partnership meeting, Joe L. asked Stanley to look into purchasing 95 acres of mineral land for the partnership. The possible purchase was discussed at the partners’ meeting, but no decision was made. After the meeting, Stanley and Andrea formed a general partnership realty company and purchased the 95 acres without consulting any of the Josaline partners. Joe L. brought suit, claiming that based on the fiduciary duties of partners Josaline was entitled to participate in the land purchase. The district court agreed, finding that the land purchased by Stanley and Andrea is held in constructive trust for the partnership.
Rule of Law
Holding and Reasoning (Boydston, J.)