PARTNERSHIP DISPUTE COMPLAINT

IN THE [COURT NAME]

[COUNTY/DISTRICT], [STATE]

[PLAINTIFF NAME],

Plaintiff,

v.

[DEFENDANT PARTNER NAME(S)],

and

[PARTNERSHIP NAME],

Defendants.

Case No.: _____________________

COMPLAINT FOR PARTNERSHIP DISSOLUTION, ACCOUNTING, AND BREACH OF FIDUCIARY DUTY

PRELIMINARY STATEMENT

1. This action arises from a dispute among partners of [PARTNERSHIP NAME] ("the Partnership"). Plaintiff, a [general/limited] partner in the Partnership, brings this action for dissolution and winding up of the Partnership, an accounting of Partnership affairs, breach of fiduciary duty, and related claims against [his/her] co-partner(s) who have engaged in misconduct and breached their duties to the Partnership and to Plaintiff.

PARTIES

Plaintiff

2. Plaintiff [PLAINTIFF NAME] is an individual residing at [ADDRESS] who is a [general/limited] partner in [PARTNERSHIP NAME], with a [PERCENTAGE]% partnership interest.

3. Plaintiff has been a partner in the Partnership since [DATE].

Defendant Partner(s)

4. Defendant [PARTNER NAME 1] is an individual residing at [ADDRESS] who is a [general/limited] partner in [PARTNERSHIP NAME], with a [PERCENTAGE]% partnership interest. [He/She] has been a partner since [DATE].

5. Defendant [PARTNER NAME 2] is an individual residing at [ADDRESS] who is a [general/limited] partner in [PARTNERSHIP NAME], with a [PERCENTAGE]% partnership interest. [He/She] has been a partner since [DATE].

[Add additional partner defendants as necessary]

Partnership Defendant

6. Defendant [PARTNERSHIP NAME] is a [general partnership/limited partnership/limited liability partnership] organized under the laws of [STATE], with its principal place of business at [ADDRESS]. The Partnership is engaged in the business of [DESCRIBE BUSINESS].

JURISDICTION AND VENUE

7. This Court has subject matter jurisdiction over this action pursuant to [STATE STATUTE] because this action involves partnership disputes and the amount in controversy exceeds $[AMOUNT].

8. This Court has personal jurisdiction over Defendants because they [reside in this State] [are partners in a partnership with its principal place of business in this State] [committed acts giving rise to this action in this State].

9. Venue is proper in this Court pursuant to [STATE STATUTE] because [the Partnership's principal place of business is in this County] [Defendants reside in this County] [a substantial part of the events giving rise to this claim occurred in this County].

FACTUAL ALLEGATIONS

A. Formation of the Partnership

10. On or about [DATE], Plaintiff and Defendant(s) formed [PARTNERSHIP NAME] as a [general partnership/limited partnership/LLP] for the purpose of [DESCRIBE BUSINESS PURPOSE].

11. The Partnership was formed pursuant to a [written Partnership Agreement dated ___________] [oral agreement among the partners] [by conduct of the parties].

12. A true and correct copy of the Partnership Agreement is attached hereto as Exhibit A and incorporated herein by reference. [If oral, describe the material terms agreed upon.]

B. Terms of the Partnership

13. Under the terms of the Partnership [Agreement], the parties agreed to the following material terms:

a. Capital Contributions:
- Plaintiff contributed: $[AMOUNT] / [DESCRIBE CONTRIBUTION]
- Defendant [NAME 1] contributed: $[AMOUNT] / [DESCRIBE CONTRIBUTION]
- Defendant [NAME 2] contributed: $[AMOUNT] / [DESCRIBE CONTRIBUTION]

b. Profit and Loss Allocation:
- Plaintiff: [PERCENTAGE]%
- Defendant [NAME 1]: [PERCENTAGE]%
- Defendant [NAME 2]: [PERCENTAGE]%

c. Management: [DESCRIBE MANAGEMENT STRUCTURE]

d. Duration: [DESCRIBE TERM - e.g., at will, fixed term until _____, until completion of project]

e. Other Material Terms: _________________________________

C. Fiduciary Duties Among Partners

14. Under the Revised Uniform Partnership Act (RUPA) and/or the Partnership Agreement, each partner owes fiduciary duties to the Partnership and to the other partners, including:

a. Duty of Loyalty: To account for and hold in trust for the Partnership any property, profit, or benefit derived from the Partnership or use of Partnership property; to refrain from dealing with the Partnership in the conduct of Partnership business as or on behalf of a party with adverse interests; and to refrain from competing with the Partnership;

b. Duty of Care: To refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law;

c. Duty of Good Faith and Fair Dealing: To act consistently with the partners' reasonable expectations and not engage in dishonest conduct.

D. Wrongful Conduct by Defendant Partner(s)

15. Beginning on or about [DATE], and continuing through [DATE], Defendant [PARTNER NAME(S)] engaged in misconduct that breached [his/her/their] duties to the Partnership and to Plaintiff, including but not limited to:

Misappropriation of Partnership Assets/Funds

(Include if applicable)

16. Defendant [NAME] misappropriated Partnership assets and/or funds, including:

a. [DESCRIBE SPECIFIC MISAPPROPRIATION 1]: $_______________

b. [DESCRIBE SPECIFIC MISAPPROPRIATION 2]: $_______________

c. [DESCRIBE SPECIFIC MISAPPROPRIATION 3]: $_______________

17. These misappropriations were made without authorization and without disclosure to or consent of Plaintiff.

Unauthorized Transactions

(Include if applicable)

18. Defendant [NAME] caused the Partnership to enter into unauthorized transactions, including:

a. [DESCRIBE TRANSACTION 1]: _________________________________

b. [DESCRIBE TRANSACTION 2]: _________________________________

19. These transactions exceeded Defendant's authority under the Partnership Agreement and/or were not approved by the requisite partners.

Self-Dealing

(Include if applicable)

20. Defendant [NAME] engaged in self-dealing transactions, including:

a. Causing the Partnership to transact business with Defendant's separately owned business(es);

b. Diverting Partnership opportunities to Defendant personally;

c. [DESCRIBE OTHER SELF-DEALING]: _________________________________

21. Defendant failed to disclose these conflicts of interest and did not obtain the consent of the other partners.

Competition with Partnership

(Include if applicable)

22. Defendant [NAME] competed with the Partnership by [DESCRIBE COMPETING ACTIVITIES], in violation of [his/her] duty of loyalty.

Failure to Perform Partnership Duties

(Include if applicable)

23. Defendant [NAME] failed to perform [his/her] duties and obligations under the Partnership Agreement, including:

a. [DESCRIBE FAILURE 1]: _________________________________

b. [DESCRIBE FAILURE 2]: _________________________________

Exclusion from Partnership Affairs

(Include if applicable)

24. Defendant(s) excluded Plaintiff from participation in Partnership affairs by:

a. Refusing to provide Plaintiff with access to Partnership books and records;

b. Making major decisions without consulting Plaintiff;

c. Refusing to hold Partnership meetings;

d. [DESCRIBE OTHER EXCLUSION]: _________________________________

Wrongful Dissociation

(Include if applicable)

25. Defendant [NAME] wrongfully dissociated from the Partnership on or about [DATE] by [DESCRIBE CONDUCT], in violation of [the Partnership Agreement] [RUPA § 602].

E. Breakdown of Partnership Relationship

26. As a result of Defendant(s)' misconduct, the relationship among the partners has irretrievably broken down.

27. It is not reasonably practicable to carry on the Partnership business in conformity with the Partnership Agreement.

28. [The economic purpose of the Partnership is likely to be unreasonably frustrated] [It is not otherwise reasonably practicable to carry on the Partnership business] [A partner has engaged in conduct that makes it not reasonably practicable to carry on business with that partner].

F. Damages

29. As a direct and proximate result of Defendant(s)' wrongful conduct, the Partnership and Plaintiff have suffered damages, including but not limited to:

a. Value of misappropriated assets: $_______________

b. Lost profits: $_______________

c. Diminution in value of Partnership interest: $_______________

d. Other damages: $_______________

CAUSES OF ACTION

COUNT I: JUDICIAL DISSOLUTION OF PARTNERSHIP

(Against All Defendants)

30. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

31. Pursuant to [STATE STATUTE / RUPA § 801], a court may order dissolution of a partnership upon application by a partner when:

a. The economic purpose of the partnership is likely to be unreasonably frustrated;

b. Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business with that partner; or

c. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

32. One or more of these grounds for dissolution exists in this case because [DESCRIBE GROUNDS].

33. WHEREFORE, Plaintiff demands that this Court:

a. Enter an order dissolving the Partnership;

b. Appoint a liquidating partner or receiver to wind up Partnership affairs;

c. Direct the winding up and distribution of Partnership assets in accordance with law;

d. Award costs of suit, including reasonable attorney's fees; and

e. Grant such other relief as this Court deems just and proper.

COUNT II: ACCOUNTING

(Against All Defendants)

34. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

35. Pursuant to [STATE STATUTE / RUPA § 405], a partner is entitled to maintain an action against the partnership or another partner for an accounting of partnership transactions and related matters.

36. Plaintiff is entitled to a full accounting of all Partnership transactions, assets, liabilities, income, expenses, and distributions from [DATE] to the present.

37. Defendants have refused to provide Plaintiff with adequate information regarding Partnership affairs.

38. WHEREFORE, Plaintiff demands that this Court:

a. Order Defendants to provide a full and complete accounting of all Partnership transactions and affairs;

b. Order that Partnership books and records be made available for inspection;

c. Award costs of suit, including reasonable attorney's fees; and

d. Grant such other relief as this Court deems just and proper.

COUNT III: BREACH OF FIDUCIARY DUTY - DUTY OF LOYALTY

(Against Defendant Partner(s))

39. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

40. As partners, Defendant(s) owed fiduciary duties of loyalty to the Partnership and to Plaintiff.

41. Defendant(s) breached the duty of loyalty by [misappropriating Partnership assets] [engaging in self-dealing] [usurping Partnership opportunities] [competing with the Partnership] [other breaches - DESCRIBE].

42. As a direct and proximate result of Defendant(s)' breaches, the Partnership and Plaintiff have suffered damages.

43. WHEREFORE, Plaintiff demands judgment against Defendant(s) for:

a. Compensatory damages in an amount to be proven at trial;

b. Disgorgement of all profits and benefits obtained through breach of fiduciary duty;

c. Imposition of a constructive trust;

d. Punitive damages;

e. Pre-judgment and post-judgment interest;

f. Costs of suit, including reasonable attorney's fees; and

g. Such other relief as this Court deems just and proper.

COUNT IV: BREACH OF FIDUCIARY DUTY - DUTY OF CARE

(Against Defendant Partner(s))

44. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

45. As partners, Defendant(s) owed fiduciary duties of care to the Partnership and to Plaintiff.

46. Defendant(s) breached the duty of care by engaging in [grossly negligent conduct] [reckless conduct] [intentional misconduct] [knowing violation of law], specifically [DESCRIBE CONDUCT].

47. As a direct and proximate result of Defendant(s)' breaches, the Partnership and Plaintiff have suffered damages.

48. WHEREFORE, Plaintiff demands judgment against Defendant(s) for compensatory damages, punitive damages, and such other relief as this Court deems just and proper.

COUNT V: BREACH OF PARTNERSHIP AGREEMENT

(Against Defendant Partner(s))

49. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

50. The Partnership Agreement constitutes a valid and binding contract among the partners.

51. Defendant(s) breached the Partnership Agreement by [DESCRIBE SPECIFIC BREACHES].

52. Plaintiff has performed all conditions precedent or such conditions have been excused.

53. As a direct and proximate result of Defendant(s)' breaches, Plaintiff has suffered damages.

54. WHEREFORE, Plaintiff demands judgment against Defendant(s) for compensatory damages, specific performance (if applicable), and such other relief as this Court deems just and proper.

COUNT VI: BREACH OF DUTY OF GOOD FAITH AND FAIR DEALING

(Against Defendant Partner(s))

55. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

56. Pursuant to RUPA § 404(d), a partner owes a duty of good faith and fair dealing when discharging duties and exercising rights under the partnership agreement and RUPA.

57. Defendant(s) breached this duty by [DESCRIBE CONDUCT].

58. As a direct and proximate result of Defendant(s)' breaches, Plaintiff has suffered damages.

59. WHEREFORE, Plaintiff demands judgment against Defendant(s) for compensatory damages and such other relief as this Court deems just and proper.

COUNT VII: CONVERSION

(Against Defendant Partner(s))

60. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

61. Defendant(s) converted Partnership property by [DESCRIBE CONVERSION].

62. Defendant(s) did so without authorization and in derogation of the Partnership's and Plaintiff's rights.

63. As a direct and proximate result of Defendant(s)' conversion, the Partnership and Plaintiff have suffered damages.

64. WHEREFORE, Plaintiff demands judgment against Defendant(s) for compensatory damages, punitive damages, and such other relief as this Court deems just and proper.

COUNT VIII: UNJUST ENRICHMENT

(Against Defendant Partner(s))

65. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

66. Defendant(s) have been unjustly enriched at the expense of the Partnership and Plaintiff by [DESCRIBE ENRICHMENT].

67. It would be unjust for Defendant(s) to retain such benefits.

68. WHEREFORE, Plaintiff demands judgment against Defendant(s) for disgorgement and restitution in an amount to be determined.

COUNT IX: APPOINTMENT OF RECEIVER

(Against All Defendants)

69. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

70. There is a risk that Defendant(s) will dissipate, waste, or misappropriate Partnership assets during the pendency of this action.

71. Appointment of a receiver is necessary to preserve Partnership assets and protect Plaintiff's interests.

72. WHEREFORE, Plaintiff requests that this Court appoint a receiver for the Partnership.

DEMAND FOR JURY TRIAL

Plaintiff hereby demands a trial by jury on all issues so triable.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that this Court:

1. Enter an order dissolving the Partnership and directing the winding up of its affairs;

2. Appoint a receiver or liquidating partner to wind up Partnership affairs;

3. Order a full accounting of all Partnership transactions and affairs;

4. Award Plaintiff compensatory damages against Defendant Partner(s);

5. Order disgorgement of all profits and benefits wrongfully obtained by Defendant(s);

6. Impose a constructive trust over property wrongfully obtained by Defendant(s);

7. Award punitive damages against Defendant Partner(s);

8. Award pre-judgment and post-judgment interest;

9. Award costs of suit, including reasonable attorney's fees;

10. Grant such other and further relief as this Court deems just and proper.

Respectfully submitted,

Date: _____________________

_______________________________
[ATTORNEY NAME]
[BAR NUMBER]
[FIRM NAME]
[ADDRESS]
[CITY, STATE, ZIP]
[TELEPHONE]
[FAX]
[EMAIL]

Attorney for Plaintiff

VERIFICATION

STATE OF _____________________

COUNTY OF ___________________

I, [PLAINTIFF NAME], being duly sworn, depose and state that I am the Plaintiff in this action, that I have read the foregoing Complaint, and that the statements contained therein are true and correct to the best of my knowledge, information, and belief.

_______________________________
[PLAINTIFF NAME]

Subscribed and sworn to before me this _____ day of ____________, 20___.

_______________________________
Notary Public

My Commission Expires: _______________

EXHIBITS CHECKLIST

☐ Exhibit A - Partnership Agreement
☐ Exhibit B - Amendments to Partnership Agreement (if any)
☐ Exhibit C - Evidence of Capital Contributions
☐ Exhibit D - Partnership Financial Statements
☐ Exhibit E - Evidence of Misappropriation/Wrongful Conduct
☐ Exhibit F - Correspondence Between Partners
☐ Exhibit G - Demand Letters (if any)
☐ Exhibit H - Partnership Tax Returns (if available)

STATE-SPECIFIC NOTES

California

• California adopted RUPA (Cal. Corp. Code 16100-16962)
• Partnership agreements cannot eliminate duty of loyalty or good faith (Cal. Corp. Code 16103)
• Dissolution available under Cal. Corp. Code 16801
• 4-year statute of limitations for breach of fiduciary duty

Texas

• Texas adopted RUPA (Tex. Bus. Orgs. Code Ch. 152)
• Partnership agreement has significant latitude to modify default rules
• Dissolution governed by Tex. Bus. Orgs. Code 152.501 et seq.
• Venue rules in Tex. Civ. Prac. & Rem. Code Ch. 15

Florida

• Florida adopted RUPA (Fla. Stat. Ch. 620)
• Judicial dissolution under Fla. Stat. 620.8801
• 4-year statute of limitations for partnership accounting actions
• Partner's right to information under Fla. Stat. 620.8403

New York

• New York adopted RUPA (NY Partnership Law Art. 10)
• Judicial dissolution under NY Partnership Law 121-802
• Accounting claims subject to 6-year statute of limitations
• Partner's duty of loyalty codified in NY Partnership Law 121-404

PRACTICE NOTES

1. RUPA vs. UPA: Most states have adopted RUPA, which treats the partnership as an entity. A few states still follow UPA's aggregate approach. Know which applies.

2. Partnership Agreement: The Partnership Agreement governs unless its provisions violate mandatory statutory rules. Review it carefully before proceeding.

3. Fiduciary Duty Modifications: RUPA permits modification of fiduciary duties by agreement, but partners cannot eliminate the duty of loyalty entirely or unreasonably reduce the duty of care.

4. Dissociation vs. Dissolution: RUPA distinguishes between dissociation (partner leaves) and dissolution (partnership winds up). A partner's wrongful dissociation may trigger dissolution.

5. Accounting: An accounting is typically required to determine partners' respective interests and wind up affairs. Costs are generally paid from partnership assets.

6. Winding Up: Upon dissolution, partnership business should be wound up. The partnership continues solely for winding up purposes.

7. Distribution Priority: Partnership assets are distributed first to creditors, then to partners for their contributions and profits.

8. Receivership: Consider seeking appointment of a receiver if there is risk of asset dissipation.

9. Mediation: Partnership disputes often benefit from mediation. Check if the Partnership Agreement requires mediation or arbitration.

10. Tax Implications: Partnership dissolution has significant tax implications. Advise client to consult a tax professional.