Southex Exhibitions, Inc. v. Rhode Island Builders Associations, Inc.
U.S. Court of Appeals for the First Circuit
279 F.3d 94 (2002)
Sherman Exposition Management, Inc. (SEM), the predecessor in interest to Southex Exhibitions, Inc. (Southex) (plaintiff), executed an agreement with the Rhode Island Builder’s Association, Inc. (RIBA) (defendant) to produce RIBA home shows at a local civic center. The agreement’s term was five years, renewable upon mutual agreement. The agreement’s preamble stated that RIBA wished to participate in the home shows as sponsors and partners. The agreement further provided that: (1) SEM would put up all the necessary capital for the shows and indemnified RIBA for losses from the shows; (2) the net profits would be divided between SEM (55%) and RIBA (45%); and (3) both parties would mutually determine the show dates and admission prices for the shows. During the contract negotiations, SEM’s president, Sherman, told RIBA representative Dagata that if he was not happy after the first year, he would give back the shows to RIBA. Sherman consistently referred to himself as the producer of the shows. Twenty years after the agreement was executed, Southex acquired SEM’s interest under the agreement. Southex continued to enter into third-party contracts under its own name, and never filed partnership tax returns. Four years later, Southex decided that it would likely renegotiate the agreement. RIBA told Southex that it was dissatisfied with Southex’s performance and then signed a contract with a rival producer. Southex sued RIBA alleging that RIBA breached its duty to Southex by wrongfully terminating the agreement and contracting with the competing producer. The district court entered judgment for RIBA, holding that the agreement created no partnership between RIBA and SEM.
Rule of Law
Holding and Reasoning (Cyr, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 170,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.