Shepherd v. Griffin

929 S.W.2d 336, 1995 Tenn. App. LEXIS 828
CourtCourt of Appeals of Tennessee
DecidedDecember 21, 1995
StatusPublished
Cited by8 cases

This text of 929 S.W.2d 336 (Shepherd v. Griffin) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Shepherd v. Griffin, 929 S.W.2d 336, 1995 Tenn. App. LEXIS 828 (Tenn. Ct. App. 1995).

Opinion

FARMER, Judge.

This case concerns the final settlement of accounts between former partners, James Arthur Griffin (“Griffin” or “Appellee”) and Mary Kathryn Shepherd (“Shepherd” or “Appellant”), and entails a review of the accounting and distribution of partnership as[339]*339sets as determined by the trial court. We first considered this matter in Shepherd v. Griffin, 776 S.W.2d 119 (Tenn.App.1989), wherein the underlying facts are more fully set forth. For our purposes, we reiterate that the parties sought divorce in early 1984, but prior to entry of a final decree, entered into a business partnership, known as Griffin Enterprises, in which they transferred all of their assets. It is evident from the record that Griffin’s contribution was quite substantial, having been very successful in the 1970s as a musical composer and performer with the pop/rock group “Bread.” The partnership agreement provided for a one-third distribution to Griffin and two-thirds to Shepherd. To further complicate matters, Griffin filed a Chapter 11 bankruptcy on March 13, 1984.

In Shepherd, we established the date of dissolution as March 13, 1984 and, in agreeing with Griffin’s contentions on appeal, remanded the case “for a proper accounting and distribution of the partnership” pursuant to partnership law. Shepherd, 776 S.W.2d at 122. Upon remand, the trial court entered its “Amended Findings of Fact and Conclusions of Law,” determining that Griffin had impliedly consented to Shepherd’s continuation of the business (now known as MKS Enterprises) and, thus, became a creditor of the partnership in accordance with T.C.A. § 61-1-1411 as of the date of dissolution. The court further found that Griffin had elected profits in lieu of interest for purposes of the statute and that Griffin was, therefore, entitled “to the value of his ½ interest in the partnership as of March 13, 1984 plus the profits attributable to the presence of his interest in the partnership from the date of his election until paid the value of his interest.” Post-dissolution distributions were to be deducted from this amount. The court ordered the matter referred to a special master for an accounting once the “parameters” to govern such were determined.

The established parameters included the parties’ agreement that the value of the business on the date of dissolution was $2,333,-769, with Griffin’s one-third share being $777,923. The court treated Griffin’s interest in the partnership as “terminated” as of March 13, 1984 and identified the continuing business as a “sole proprietorship.” The court “further ruled” that Griffin had elected to receive a share of the “profits or losses” of the business, in lieu of interest, but acknowledged Griffin’s exception thereto.

After appointment, the Special Master issued various preliminary reports before issuing a “Final Report” and “Report on Rehearing,” resulting in objections by both parties. The Master’s final accounting encompassed the years 1984 to 1990 and disallowed, as an expense, any compensation to Shepherd in continuing the business since dissolution; reduced Shepherd’s starting capital account balance by $92,009; allocated to Griffin his respective share of the profits earned since dissolution, but not losses; and did not charge, as distributions to Griffin, payments made by the bankruptcy trustee with partnership assets.

The trial court adopted the Master’s final accounting, with only minor mathematical revisions, by judgment entered December 9, 1993. The end result was an ending capital account balance of $526,560.86 for Griffin and $120,279.69 for Shepherd. Shepherd’s motion to alter or amend the judgment was denied.

Shepherd raises the following issues on appeal:

1. Whether the trial court and special master erred in reducing Shepherd’s starting account balance.
2. Whether the trial court erred in not allowing Shepherd compensation for her services to the continued business.
3. Whether the trial court and special master erred in not allocating payments of Griffin’s debts by the bankruptcy trustee as distributions to Griffin.
4. Whether the trial court and special master erred in not charging Griffin proportionately with business losses.

Griffin presents three additional issues:

[340]*3401. The trial court erred in concluding that [Griffin] consented to a continuation of the business by [Shepherd] and made an election to take profits.
2. The trial court erred in failing to address [Griffin’s] interest in the partnership assets for years 1991 to date of distribution.
3. The trial court erred in concluding that the partnership assets became those of [Shepherd] upon dissolution of the partnership.

We begin our review with a determination of Griffin’s first issue as it affects the resolution of others raised. Central to our analysis are the provisions of T.C.A. § 61-1-141. This statute establishes the rights of a withdrawing partner, in the event the business is continued under T.C.A. § 61 — 1—137(b)(2) or certain specified provisions of T.C.A. § 61 — 1— 140, to receive the value of his partnership interest on the date of dissolution with either interest thereon or “the profits attributable to the use of his right in the property of the dissolved partnership.” For our purposes, this means that the business may be continued, if Griffin assigns his rights in the partnership property to Shepherd or consents to the business’ continued operation although no actual assignment is made. See T.C.A. § 61-l-140(a), (b) and (c); Young v. Cooper, 30 Tenn.App. 55, 203 S.W.2d 376 (1947).2 Otherwise, a withdrawing partner, who has not wrongfully dissolved the partnership, “has the right to wind up the partnership affairs;....” T.C.A. § 61-1-136.

As held in Lange v. Bartlett, 121 Wis.2d 599, 360 N.W.2d 702 (Ct.App.1984):

It is at ... the point of dissolution, that the retiring partner makes an election. He can either force the business to “windup” and take his part of the proceeds, sharing in profits and losses after dissolution, or he can permit the business to continue and claim as a creditor the value of his interest at dissolution_ Distinguishing in the first instance whether a wind-up or a continuation is at hand is critical simply because the settlement of the former partner’s account differs depending on whether it is a wind-up or a continuation.

Lange, 360 N.W.2d at 704 (citations omitted).

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Bluebook (online)
929 S.W.2d 336, 1995 Tenn. App. LEXIS 828, Counsel Stack Legal Research, https://law.counselstack.com/opinion/shepherd-v-griffin-tennctapp-1995.