1. What was Robertson’s theory of the case? 

2. Why is it important that the partnership was “at will”?

3. In addition to the wrongful dissociation claim, Robertson alleged Mauro committed other wrongs related to their business relationship. Can you guess what they are? What other areas of law could be implicated in this case?

Mauro operates a business conducting seminars to teach people how to trade in foreign currency. Robertson became acquainted with Mauro after attending a seminar Mauro taught in October of 2009. Robertson alleges that in January of 2010, he and Mauro orally agreed to form a partnership, which included an agreement to evenly divide profits among the partners. The purpose of the partnership was to facilitate Robertson’s business plan to establish a series of seminars, taught by Mauro, which would instruct students on foreign currency trading. Robertson was to manage all financial and operating aspects of the partnership, which included promoting the seminars, as well as other duties. Robertson began to schedule seminars in various locations, which Mauro taught.  Robertson collected the fees for the seminars and distributed the profits according to the parties’ agreement. This arrangement continued throughout the remainder of 2010, into the first quarter of 2011. 

In early 2011, Mauro allegedly stated to Robertson that he “needed a break” temporarily from teaching the seminars, but would resume the partnership later that year. Robertson alleges this statement was false, and that instead of taking a break, Mauro continued with the business without him. Robertson filed suit against Mauro, for among other things, wrongful dissociation because neither party expressed the intent to dissolve or wind up the partnership, yet Mauro’s actions essentially accomplished a disintegration of the partnership without Robertson’s consent.

The U.S. District Court in Idaho ruled in favor of Mauro on the dissociation claim. The court held that in order for a partner to wrongfully dissociate, they must fit into one of the categories listed in the state statues based on the RUPA. The court ruled that since there was no partnership agreement and the entity was an at-will (implied) partnership, Mauro’s action could not constitute a wrongful dissociation.

“Based upon the allegations in the Complaint and Robertson’s concession that the partnership was at will, Robertson’s claim that Mauro’s dissociation was wrongful does not meet [the partnership statute’s] requirements. First, Robertson has not alleged breach of an express provision of the partnership agreement other than that the particular undertaking for which the partnership was organized had not been completed. Robertson does not identify the ‘particular undertaking’ at issue. And Robertson’s concession in his response brief that the partnership was ‘at will’ is at odds with that assertion. By definition, [state partnership law] does not apply to an at-will partnership. The two provisions are mutually exclusive.”