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CASE ANALYSIS Case 37.3 Estate of Webster v. Thomas Appellate Court of Illinois, Fifth District, 2013 IL App (5th) 120121-U. 2013 WL 164041 (2013]. IN THE LANGUAGE Partnership units, the Partnership (the defendants)]. The plaintiff's com- OF THE COURT shall continue until the first to occur plaint sought a declaratory judgment Justice WEXSTTEN delivered of January 31, 2010 A.D., or the ear- ordering the partnership assets to be the opinion of the court: lier dissolution of the Partnership. distributed based upon the then- * * * If a Partner dies, the current value of the acreage. Clyde L. Webster, Jr., who formed Partnership will be dissolved, unless T & T Agri-Partners Company with On December 9, 2009, the circuit those Partners owning at least one partners [James] Theis and [Larry] hundred twenty (120) Partnership court entered an order granting sum- Thomas, died September 18, 2002. The units including the personal repre- mary judgment on * * * the plaintiff's T & T Agri-Partners Company owns sentative of the deceased Partner's complaint. [But the defendants did approximately 180 acres of farmland estate * * *vote to continue the not liquidate the partnership, and the in Christian County [Illinois] subject Partnership within one hundred case went to trial.] to mortgage liability to the Rochester twenty (120) days of the date of the State Bank and/or Farm Credit Services deceased Partner's death. On September 2, 2011, after the of Central Illinois. This farmland con- Upon dissolution, the assets of * * * trial, the circuit court entered its the Partnership shall be liquidated stitutes T & T Agri-Partners Company's order, finding that the partnership and distributed. * * * only asset. expired by its terms on January 31, Any Partner who shall violate The September 1, 1997, partner- 2010, and despite demand by the any of the terms of this Agreement ship agreement executed by Clyde, plaintiff, the partnership had failed * * *shall indemnify and hold harm- Theis, and Thomas * * * issued 180 less the Partnership, and all other and refused to liquidate the assets and disburse funds to the plaintiff partnership units, with Thomas Partners from any and all * * * losses, holding 40 (22.2%), Theis holding * * * including but not limited to according to * * * the partnership 80 (44.5%), and Clyde holding 60 attorneys' fees. agreement. The circuit court thereby (33.3%). The partnership agreement ordered the defendants to liquidate further provided as follows: * * * On October 14, 2008, [the Estate the partnership. of Webster through its personal Unless extended by the written representative Joseph Webster (the The circuit court further * * * consent of those Partners whose plaintiff)] filed its complaint [in an ordered [the defendants to pay] combined ownership interest equals Illinois state circuit court] against reasonable attorney fees and costs at least one hundred twenty (120) [Theis, Thomas, and the partnership incurred by the plaintiff.CASE 37.3 CONTINUED * * * On March 8, 2012, the defen- by paying the partners in proportion to the partnership were to be liquidated dants filed a notice of appeal [arguing their capital accounts. Yet, the defendants and distributed * * * * . Again, how- that the circuit court erred in ordering failed to do so. [Emphasis added.] ever, despite the agreement's language them to pay the plaintiff's attorney On December 9, 2009, seven years and despite the circuit court's order, fees]. after Clyde's death, the circuit court the defendants failed to liquidate the entered summary judgment on * * * partnership assets. In failing to do so, The partnership agreement dearly the plaintiff's complaint and con- they violated the partnership agree- provided that upon Clyde's death and the strued the partnership agreement by ment and were liable for the plaintiff's partners' failure to vote to continue the determining that upon dissolution, attorney fees pursuant to the same partnership, the partnership dissolved. which occurred at Clyde's death on agreement. Pursuant to the plain language of the part- September 18, 2002, and as a result of nership agreement, the assets upon dissolu- the remaining partners not agreeing * * * The judgment of the * * * tion were to be liquidated and distributed to continue partnership, the assets of court of Christian County is affirmed
