1. Did it make a difference in this case that the partnership was not in writing?

2. What would Gelman argue was the particular undertaking to be achieved? Do you think his argument has any merit?

Geoffrey Buehler and Antonio Gelman formed a partnership by oral agreement after they graduated from business school. They aimed to raise $600,000 to search for and acquire a business with growth potential and to sell it at a profit. When they disagreed over ownership interest in the partnership, Buehler withdrew from the partnership. Gelman sued for breach of contract, claiming that Buehler could not unilaterally terminate his obligations under the agreement.

JUDICIAL OPINION

GRAFFEO, J.… The common law provided that “a contract of partnership, containing no stipulation as to the time during which it shall continue in force… may be dissolved by either partner at his own will at any time” (Karrick v. Hannaman, 168 US 328, 333-334 (1897), unless the “partnership has for its object the completion of a specified piece of work, or the effecting of a specified result” (Hardin v. Robinson, 178 App. Div. 724, 729 (1st Dept. 1916). The Uniform Partnership

Act of 1914 proposed that these concepts be codified through the use of the phrase “definite term of particular undertaking.” When New York enacted its Partnership Law several years later, it incorporated the Act’s suggestion. As it reads today, Partnership Law § 62(1)(b) states that a partnership may be dissolved “[b]y the express will of any partner when no definite term or particular undertaking is specified” in the partnership agreement. In this appeal we are asked to decide whether the allegations in Gelman’s complaint set forth a “definite term” or identify the particular objective sought to be achieved with the requisite specificity.

[W]e believe that Gelman’s complaint lacks a fixed, express period of time during which the enterprise was expected to operate. Instead, the complaint alleges a flexible temporal framework: the parties were to solicit investments for an indefinite length of time; conduct an open-ended (possibly two-year) search for an unidentified business in an unknown business sector or industry; secure additional capital investments over the course of an unspecified period of time; and then purchase and operate the enterprise for an indeterminate duration (perhaps four to seven years) until a liquidity event would hopefully occur. Since the complaint does not set forth a specific or even a reasonably certain termination date, it does not satisfy the “definite term” element of section 62(1)(b).

Furthermore, when the entire scheme is considered, the alleged sequence of anticipated partnership events detailed in the complaint are too amorphous to meet the statutory “particular undertaking” standard for precluding unilateral dissolution of a partnership.

In the absence of a definite term of duration or a particular undertaking to be achieved, the partnership agreement at issue, however well-intended, was dissolvable at will by either partner under Partnership Law § 62(1)(b). Consequently, defendant Buehler is entitled to dismissal of the breach of contract cause of action.