Koury v. Ready

911 So. 2d 441, 2005 WL 1704485
CourtMississippi Supreme Court
DecidedJuly 21, 2005
Docket2004-CA-00361-SCT
StatusPublished
Cited by13 cases

This text of 911 So. 2d 441 (Koury v. Ready) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Koury v. Ready, 911 So. 2d 441, 2005 WL 1704485 (Mich. 2005).

Opinion

911 So.2d 441 (2005)

Peter A. KOURY
v.
Jon D. READY.

No. 2004-CA-00361-SCT.

Supreme Court of Mississippi.

July 21, 2005.
Rehearing Denied October 13, 2005.

*442 Alan W. Perry, Phillip Samuel Sykes, Joshua James Metcalf, Jackson, attorneys for appellant.

Paul Anderson Koerber, Jackson, attorney for appellee.

EN BANC.

RANDOLPH, Justice, for the Court.

¶ 1. On May 30, 2001, Jon D. Ready filed a complaint in the Chancery Court of the First Judicial District of Hinds County, Mississippi, against his former business partner, Peter A. Koury.[1] The complaint asserted numerous causes of action against Koury including allegations of fraud, duress, breach of contract, and a workers' compensation claim. The trial court granted summary judgment in favor of Koury on Ready's workers' compensation claim, as it was barred by the applicable statute of limitations. After a three-day trial, the trial court found that Ready was not under duress at the time of the signing of the dissolution agreement, but found that the dissolution agreement was procured by fraud. Therefore, the trial court looked only to the Partnership Agreement in determining the parties' rights and liabilities. The trial court awarded Ready $7,798.45 in damages and partial attorney's fees in the form of punitive damages in the *443 amount of $23,106.27. From that judgment, Koury appeals and Ready cross-appeals.

FACTS

¶ 2. Koury and Ready's business relationship began in 1974 when Ready went to work with Koury at his accounting firm. Ready worked as an independent contractor at Koury's accounting firm for about a year, and in September of 1975, Koury and Ready formed a partnership. On January 1, 1988, a partnership agreement was executed. The name and the members of the partnership changed over time, but by 1990, the only remaining partners were Koury and Ready with the ownership interest divided between Koury and Ready as follows: Ready possessed forty-two percent of the equity in the firm, with Koury owning fifty-eight percent of the equity in the firm. Tommy Butler was also designated as a partner in the firm, but had no actual ownership interest. The Firm was named Koury, Ready, and Butler ("KRB").

¶ 3. On March 30, 1990, Ready suffered a debilitating stroke which resulted in the loss of much of his eyesight. Ready never recovered enough in order to continue his practice as a certified public accountant.

¶ 4. The partnership agreement, executed January 1, 1988, set forth the requirements and provisions concerning the method the partnership would operate in the event of such a disability. Section 7-3 of the partnership agreement concerning disability read as follows:

Disability. If a partner becomes disabled, physically or mentally, his distributive share of partnership profits and losses shall continue during the period of his disability in accordance with the following schedule:
a. First six (6) months of disability-full draw and share of profits;
b. Next twelve (12) months of disability-100% of his monthly profits share less disability insurance benefits including workmen's compensation distributed monthly. For purposes of this Article, the annual calendar year income of the partnership shall be prorated on a monthly basis.
The return to practice in the partnership at any time during the 18 month period after the disability occurs will restore the disabled partner to his full draw and share of the profits, commencing with the first month following his resumption of active partnership responsibilities. A partner who has been disabled for 18 months shall be deemed to have retired at that time and retirement procedures as provided for in Paragraph 7-4 of this partnership agreement shall thereupon take effect.

¶ 5. Therefore, according to the partnership agreement, Ready was entitled to his full draw and share of profits of the partnership until September 30, 1990, (six months following his stroke) and for twelve months thereafter (until September 30, 1991) he was to receive one hundred percent of his monthly profit share, less any disability insurance benefits received. However, Ready's last draw check was received on July 13, 1990.

¶ 6. On June 10, 1992, Ready assigned his partnership interest to Koury in an Agreement for Dissolution of Partnership and Liquidation of Partnership Interest ("Dissolution Agreement") which was made effective as of September 30, 1991. In the Dissolution Agreement, the parties acknowledged that the total due to Ready as a result of his retirement from the firm was $166,071.69, of which $80,160.86 was repayment of Ready's capital account and $85,910.83 was compensation for past services.

*444 ¶ 7. In the summer of 1990, after Ready's stroke, Koury became involved in discussions with May and Co., another accounting firm, about a possible merger of the two firms. Ready was aware of the merger discussions, as Koury gave Ready a copy of the agreement of an intent to combine the two firms in early 1991. The merger proceeded on September 30, 1991 (Ready's effective date of retirement), and the two firms made arrangements that if Ready recovered, he would be a member of the merged firm.

¶ 8. After signing the dissolution agreement, Ready claimed he became aware of facts which led him to believe that he was defrauded into signing the dissolution agreement. In October of 1994, Ready learned that certain accounts that had been written off as uncollectible, had been collected in October of 1991.

¶ 9. Section 7-4 of the partnership agreement concerning "bad debts" read as follows:

For a period of one year following the final accounting date[2], any collection of bad debts previously charged off shall be shared with the retiring partner . . . in the same proportion as was applicable to the partner's percentage of the profits for the fiscal period during which the bad debts were charged off on the books of the partnership as being uncollectible.

The dissolution agreement contained a similar provision in Section 7 which read as follows:

in accordance with Section 7-4 of the Partnership Agreement, the Firm and/or Remaining Partners shall pay Ready forty-two percent (42%) of any "net bad debts" collected prior to September 30, 1992. "Net bad debts" shall be defined as any collections of accounts receivable of the Firm written off as being uncollectible prior to September 30, 1991, net of any related expenses of collection. Also, should any account receivable or work in process of the Firm for which Ready and JDRL were given credit in computing the amount set forth in paragraph 3 be written off, or down, or otherwise be deemed uncollectible, Ready and/or JDRL shall bear a forty-two percent (42%) share of such amount written off, or down, or deemed uncollectible.

Koury agreed that, if Ready is owed a share of collections after September 30, 1992, then Koury would owe Ready the additional amount of $7,798.45. However, if the cut off date for credit received for bad debts was held to be September 30, 1992, then Ready would owe Koury $3,871.96

¶ 10. As part of the partnership dissolution, the furniture, fixtures, and equipment was valued at $23,873. However, Ready learned that in the May and Co. merger, the furniture and fixtures were valued at $97,429.

¶ 11.

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Bluebook (online)
911 So. 2d 441, 2005 WL 1704485, Counsel Stack Legal Research, https://law.counselstack.com/opinion/koury-v-ready-miss-2005.