Brief Fact Summary. Meehan (P) and Boyle (P) were partners in the law firm Parker Coulter (D), they filed suit against the firm to recover amounts owed to them under their partnership agreement. Parker Coulter (D) filed a counterclaim against Meehan (P) and Boyle (P) accusing them of breaching the partnership agreement and violating fiduciary duties.
Synopsis of Rule of Law. The partnership agreement requires fiduciary duty of the utmost good faith and loyalty.
Issue. Does a partnership agreement require fiduciary duty of the utmost good faith and loyatly?
Held. (Hennessey, C.J.) Yes. A partnership agreement requires fiduciary duty of the utmost good faith and loyalty. Meehan (P) and Boyle (P) made secret preparations to obtain clients for the purposes of leaving without affirming that they were leaving. Boyle (P) also delayed sending the list of clients he intended to transfer until he had already obtained authorization from most of them. Finally, the letters informing the clients of the potential switch were unfairly prejudiced against Parker Coulter (D) because the letters did not present the clients with a clear choice to stay or leave. These preemptive tactics violate the good faith and loyalty clause of the partnership agreement. Now, they also have the burden of proving that the clients would consent to the transfer in absence of any breach of duty. The trial judge erred in finding that they did not unjustly acquire the cases, but the judge correctly found that they had not breached their duty by improperly handling the actual subjects of the cases themselves. Reversed in part and remanded.
Chapter 108A is intended to be a type of form contract.View Full Point of Law