Vinson v. Marton & Associates

Marton & Associates (defendant) was a real estate partnership with its sole asset 238 acres of land. In November 1985, John Vinson (plaintiff) entered into a purchase agreement, signed by Larry Melcher and John Silva, to purchase the partnership’s land. At the time of purchase, Melcher held powers of attorney from a few partners. On December 2, escrow instructions were signed by a majority of the partners. The partnership agreement authorized all business to be completed by majority consent of the partners. Later, the partnership refused to convey the property to Vinson. Vinson filed a breach-of-contract suit against the partnership and individual partners, seeking specific performance of the contract. When the suit was filed, some of the original partners were deceased. The partnership agreement stated the death of a partner would not dissolve the partnership. The trial court entered summary judgment in favor of the partnership as to breach of contract. The trial court relied on the Uniform Partnership Act (UPA) § 9, which stated unanimous consent of the partners was needed for any act that would make it impossible to carry on the ordinary business of the partnership. The trial court reasoned that because some of the original partners were deceased, the provision of the partnership agreement that allowed a majority of the partners to conduct all business of the partnership could not be enforced upon successor partners and that if the agreement was silent, UPA controlled. Because the land was the sole asset, the sale of the property would make it impossible to carry on the ordinary business of the partnership, and the partners’ unanimous consent was required. Vinson appealed.