Elliot Willensky and Beverly Moran formed a partnership to renovate and “flip” (resell) some property. According to their agreement, Moran would finance the purchase and renovation of the property, and Willensky would provide labor and oversight of the renovation work. Moran would be reimbursed from the profits of the sale, and the remainder of the profits would be divided evenly. Any losses would also be divided evenly. Moran paid $240,000 for a house and planned to spend $60,000 for its renovation. The parties agreed that the renovation would be completed in six months. Willensky lived in the house during the renovation. More than a year later, the project still was not completed, and the cost was much more than the $60,000 originally planned. Willensky often failed to communicate with Moran, and when she learned that her funds were nearly exhausted and the house nowhere near completion, she became worried. She told Willensky that he would have to pay rent and utility bills if he wished to continue to live in the house. Shortly thereafter, Willensky left for Florida due to a family emergency, saying that he would return as soon as he could. He never returned, however, and Moran lost touch with him. Moran took over the project and discovered that Willensky had left numerous bills unpaid, spent money on excessive or unnecessary items, and misappropriated funds for his personal use. After completing the project, paying all expenses relating to the renovation (in all, the renovation costs came to $311,222), and selling the property, Moran brought an action in a Tennessee state court to dissolve the partnership and to recover damages from Willensky for breach of contract and wrongful dissociation from the partnership. [Moran v. Willensky, ___ S.W.3d ___ (Tenn. Ct. App. 2010)]

(a) Moran alleged that Willensky had wrongfully dissociated from the partnership. When did this dissociation occur? Why was his dissociation wrongful?

(b) Which of Willensky’s actions simply represent unethical behavior or bad management, and which constitute a breach of the agreement?