Giles v. Giles Land Co., L.P.

279 P.3d 139, 47 Kan. App. 2d 744, 2012 WL 2185281, 2012 Kan. App. LEXIS 57
CourtCourt of Appeals of Kansas
DecidedJune 15, 2012
DocketNo. 105,537
StatusPublished
Cited by6 cases

This text of 279 P.3d 139 (Giles v. Giles Land Co., L.P.) is published on Counsel Stack Legal Research, covering Court of Appeals of Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Giles v. Giles Land Co., L.P., 279 P.3d 139, 47 Kan. App. 2d 744, 2012 WL 2185281, 2012 Kan. App. LEXIS 57 (kanctapp 2012).

Opinion

Green, J.:

Kelly Giles (Kelly), a general partner in a family farming partnership, filed suit against the partnership and his partners, arguing that he had not been provided access to partnership books and records. The remaining members of the partnership then filed [745]*745a counterclaim requesting that Kelly be dissociated from the partnership. The trial court held that Kelly was not denied access to the partnership books and records. Kelly does not appeal from this decision. Moreover, die trial court held that Kelly should be dissociated from the partnership. Kelly, however, contends that the trial court’s ruling regarding his dissociation from the partnership was improper. We disagree. Accordingly, we affirm.

The dispute in this case centers on a family owned and operated limited partnership, Giles Land Company, L.P. (partnership). On one side is the plaintiff, Kelly, the second youngest of seven children in the Giles family. On the other side are the defendants: the partnership; Norman Lee Giles and Dolores Giles, the mother and father of the seven children involved; and Kelly’s six siblings: Norman Roger Giles (Roger), Lorie Giles Horacek, Trudy Giles Giard, Audry Giles Gates, Jody Giles Peintner, and Julie Giles Cox.

Kelly appeals from the trial court’s judgment granting the counterclaim filed by the defendants, which included Norman and Dolores Giles along with their six other children, seeking the dissociation of Kelly from the partnership, under K.S.A. 56a-601. The trial court also denied Kelly’s claim that the defendants had failed to provide him full access to the partnership records, but Kelly does not appeal that judgment.

The record reveals the following facts. The partnership was formed in the mid-1990’s. One-half of the assets in the partnership came from a trust held for the benefit of the children of Norman and Dolores, and the other half of the assets came from Norman. Over the years, Norman and Dolores transferred interests in the partnership to their children. The ownership in the partnership is as follows:

General Partnership Interest Limited Partnership Interest

Norman Lee Giles 4.634500 03.3357145

Dolores N. Giles 4.634500 03.3357145

Trudy Giles Giard 12.857143

Norman Roger Giles .243667 12.857143

Audry Giles Gates 12.857143

Jody Giles Peintner 12.857143

Lorie Giles Horacek .243666 12.857143

[746]*746General Limited Partnership Interest Partnership Interest

Kelly K. Giles .243667 06.185714

Julie Giles Cox 12.857143

Totals: 10.00% 90.00%

The general partnership interests held by Roger, Lorie, and Kelly were gifted to them by their parents.

The partnership owns both ranch land and farmland. This partnership is not the only Giles family business; there is also Giles Ranch Company and H.G. Land and Cattle Company. In 1999, Kelly was a partner in the Giles Ranch Company, but he became so overwhelmed with the debt he had incurred in the operations of the ranch company that he insisted that he be bought out of the ranch company and relieved of all debt. The other partners managed to buy out Kelly’s interest in the ranch company. At the time of die lawsuit, Kelly only had an ownership interest in the partnership at issue, i.e., Giles Land Company.

On March 26, 2007, the partnership held a meeting to discuss converting the partnership into a limited liability company. Kelly was unable to attend the meeting, but he later received a letter explaining the family’s interest in converting the partnership to a limited liability company. Kelly did not sign the articles of organization for the proposed conversion and instead had his attorney request production of all of the partnership’s books and records for his review. Kelly was not satisfied with the records that the partnership had provided, so he filed suit asking the court to force the partnership to turn over all of the documents he was requesting. In response, the defendants filed an answer and a counterclaim seeking to dissociate Kelly from the partnership.

After a 2-day trial, the trial court determined that the partnership had properly complied with the document requests. The trial court also held that Kelly should be dissociated from the partnership under K.S.A. 56a-601(e)(3) or, in the alternative, K.S.A. 56a-601(e)(1). The trial court found that due to Kelly’s threats and the total distrust between Kelly and his family, it was not practicable to carry on the business of the partnership so long as Kelly was a partner.

[747]*747 Did the Trial Court Err in Finding that Kelly Should Be Dissociated from the Partnership?

On appeal, Kelly argues that the trial court erred in finding that he should be dissociated from the partnership under K.S.A. 56a-601(e)(3) or, alternatively, K.S.A. 56a-601(e)(l). Kelly contends that there was insufficient evidence to support dissociation under K.S.A. 56a-601(e).

Kelly’s argument requires this court to interpret the language of K.S.A. 56a-601(e). The interpretation of a statute is a question of law over which an appellate court has unlimited review. State v. Arnett, 290 Kan. 41, 47, 223 P.3d 780 (2010).

Additionally, Kelly’s argument requires our review of the trial court’s findings of fact and conclusions of law contained within its memorandum decision.

“The function of an appellate court is to determine whether the court’s findings of fact are supported by substantial competent evidence and whether the findings are sufficient to support the court’s conclusions of law. Substantial evidence is such legal and relevant evidence as a reasonable person might accept as sufficient to support a conclusion. U.S.D. No. 233 v. Kansas Ass’n of American Educators, 275 Kan. 313, 318, 64 P.3d 372 (2003). An appellate court’s review of conclusions of law is unlimited. Nicholas v. Nicholas, 277 Kan. 171, 177, 83 P.3d 214 (2004).” Owen Lumber Co. v. Chartrand, 283 Kan. 911, 915-16, 157 P.3d 1109 (2007).

K.S.A. 56a-601 states the following:

"A partner is dissociated from a partnership upon the occurrence of any of the following events:

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Bluebook (online)
279 P.3d 139, 47 Kan. App. 2d 744, 2012 WL 2185281, 2012 Kan. App. LEXIS 57, Counsel Stack Legal Research, https://law.counselstack.com/opinion/giles-v-giles-land-co-lp-kanctapp-2012.