Question
After Janets death in 2008, Russell, individually and on behalf of TLS, sued Andrew and John, alleging that over the course of 20 or more
After Janets death in 2008, Russell, individually and on behalf of TLS, sued Andrew and John, alleging that over the course of 20 or more years, they engaged in activities that violated various provisions of the 1979 partnership agreement. Russell asserted that Andrew and John siphoned off TLS revenue that should have been distributed pro-rata to the partners by paying themselves salaries, bonuses, and other compensation without the unanimous consent of the partners as required in section 2.5 of the partnership agreement and by paying themselves more frequently than on a monthly basis. Andrew and John challenged the allegations on a number of substantive grounds, including contending that section 2.5 of the agreement unambiguously authorizes them to set their own salaries as majority interest holders and as a majority of the partners working in the business or, alternatively, section 2.5 is ambiguous and the historical practice of allowing the working partners to set their salaries is conclusive evidence of section 2.5s intended meaning. The trial court rendered final judgment in favor of Andrew and John on all claims. Russell appealed the trial courts ruling, contending that the trial court erroneously denied his motion for partial summary judgment on his claim that Andrew and John breached section 2.5 of the partnership agreement by paying themselves a salary, bonuses, and other compensation without the unanimous approval of all partners and paying such compensation other than on a monthly basis.
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