John Gilroy, an established commercial photographer in Kalamazoo, Michigan, had a small contractual clientele of schools for which he provided student portrait photographs. Robert Conway joined Gilroy’s established business, and they formed a partnership called “Skylight Studios.” Both partners solicited schools with success, and gross sales, which were $ 40,000, increased every year and amounted to over $ 200,000 six years later.

Conway notified Gilroy that the partnership was dissolved. Gilroy discovered that Conway had closed up the partnership’s place of business and opened up his own business, had purchased equipment and supplies in preparation for opening his own business and charged them to the partnership, had taken with him the partnership’s employees and most of its equipment, had personally taken over business of some customers by telling them the partnership was being dissolved, and had withdrawn partnership funds for personal use. Gilroy sued Conway for an accounting, alleging that Conway had converted partnership assets. Did Conway act ethically in this case? Who wins? Gilroy v. Conway, 391 N. W. 2d 419, 1986 Mich. App. Lexis 2633 (Court of Appeals of Michigan)