Please IRAC the following case. If you happen to spot more than 1 issue within the case, you must complete separate IRAC's for each issue.

For example, Issue: Whether Jake is liable for a breach in fiduciary duties?

Rule:

Application:

Conclusion:

Issue: Whether there was an existing partnership between Jake and Cindy?

Rule:

Application:

Conclusion:

In the following McMillian case, in which cousins were partners, the court considered the type of financial evidence that is relevant in calculating damages caused by a partner's competing against his partnership.

McMillian v. McMillian

Robbie McMillian and his cousin Bruce McMillian were partners in a bulk-mail services business, Corporate Mail Management. Bruce funded the partnership's operations, pledging his personal residence as collateral to secure a business loan and to purchase equipment for the partnership. Robbie marketed its services and managed its business operations, holding himself out as the president of Corporate Mail. Despite their efforts, the partnership never made much money. Over time, Robbie met other people who had an interest in entering the bulk-mail services business. In August 2002, Robbie met with two of these people and formed a new company with them. The new company offered the same kinds of services as Corporate Mail and, in fact, directly competed with it. At some point in 2002, Robbie told Bruce that he planned to withdraw from their partnership, ostensibly because he was tired of the bulk-mail services business and wanted to do something else altogether. Robbie never told Bruce about his new company or that it competed with Corporate Mail. The new company, Mail Source, was formed in January 2003. Between January and April 2003, Robbie still was managing Corporate Mail and at the same time working for Mail Source, diverting to Mail Source the business opportunities that were presented to Corporate Mail. In April 2003, Robbie shut down Corporate Mail, taking all its assets and business opportunities with him to Mail Source. In its first year alone, Mail Source earned more than $ 245,000 from customers that previously had been customers or prospective customers of Corporate Mail. Left with nothing but the debts of Corporate Mail, Bruce sued Robbie and Mail Source. Bruce argued that Robbie breached his fiduciary duties to Bruce and their partnership and that Mail Source wrongfully induced Robbie to breach his fiduciary duties. Bruce asked the trial court to award him monetary damages for his loss of the opportunity to profit from the prospective business opportunities that Corporate Mail lost to Mail Source. To build his case for damages, Bruce sought to discover information from Mail Source about its finances, specifically, its revenue and profits between 2003 and the present. When Mail Source produced some financial informationa list of its sales-by-customer between 2003 and 2005but refused to produce all the financial information Bruce had requested, Bruce asked the trial court to compel Mail Source to provide the information. The court concluded that the financial records of Mail Source were not relevant to the measure of damages and denied the motion to compel. The court said that damages for the loss of a prospective business opportunity must be based on the value that a reasonable person would have assigned to the prospective business opportunity at the time of its loss. The court concluded that the amount Mail Source earned from the business opportunities that it and Robbie misappropriated from Corporate Mail was irrelevant. Bruce appealed the decision to the Georgia Court of Appeals. Blackwell, Judge Bruce argues that his damages properly can be based on the revenues, or at least the profits, that Mail Source earned from any business opportunities misappropriated from Corporate Mail. If a disgorgement remedy were appropriate, it would resolve the question with which we are presented today, inasmuch as the revenues and profits of Mail Source absolutely would be relevant to damages because they would be the very measure of damages. We do not need to decide today whether the disgorgement remedy would be appropriate because, even if damages more properly are measured by reference to what Bruce lost, not what Mail Source gained, the revenues and profits of Mail Source still might be probative of damages. When a partner wrongfully appropriates a prospective business opportunity of his partnership to his own use or that of another, the remaining partners, who are deprived of an opportunity to profit from the misappropriated business opportunity, may recover their share of the profits that the partnership would have earned from the business opportunity. Like any lost profits, a partner's share of the profits that his partnership would have earned from a lost business opportunity must be shown with reasonable certainty, and profits which are remote, or speculative, contingent or uncertain are not recoverable. That said, the rule that lost profits cannot be speculative or uncertain relates more especially to the uncertainty as to cause, rather than uncertainty as to the measure or extent of the damages. That difficulty in calculating precisely the damages sustained will not preclude their recovery is especially true when it is the conduct of the wrongdoer that prevents a more precise calculation. If this measure of damages, rather than a disgorgement, is the more appropriate measure of damagesthat is, if the measure is what Bruce lost and not what Mail Source gainedthe revenues and profits earned by Mail Source from business opportunities that Corporate Mail lost to it would not be dispositive of the amount of damages Bruce might be entitled to recover. But that does not mean that the revenues and profits of Mail Source are irrelevant to the proper measure of damages. Indeed, some reasonable person might say the revenues and profits Mail Source earned from the same business opportunities could be a fair approximation of the revenues that Corporate Mail would have earned from them and are, therefore, probative of the lost revenue and profit of Corporate Mail, at least if there is some evidence that Mail Source and Corporate Mail have similar pricing structures and costs. Robbie and Mail Source would be entitled to respond, of course, that Corporate Mail could not have charged its customers the same price as Mail Source, or could not have done the same volume of work as Mail Source, or would not have earned the same profit as Mail Source, but those are all matters for a jury. At the least, the revenues earned by Mail Source might be probative of the volume of work performed by Mail Source to the extent that more revenue is earned for doing more work, something the parties do not dispute. There may be reasons in this case why such evidence ultimately might not be admitted at trial, but we are reviewing the denial of a motion to compel, not a judgment for money damages or a ruling admitting certain proof of damages at trial. It is enough to decide that the revenues and profits of Mail Source might very well have some relevance to the proper measure of damages in this case. Judgment reversed in favor of Bruce McMillian. Remanded to the trial court.