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Fischer v. Fischer - 197 S.W.3d 98 (Ky. 2006)


If a summary judgment is sustainable on any basis, it must be affirmed. 


Appellee executrix sued appellant, the testator's son, over the disposition of partnership property. The son moved for summary judgment, seeking to enforce a buy-sell provision in his partnership agreement with the testator. The trial court granted his motion, but Kentucky Court of Appeals reversed, finding that the buy-sell provision was extinguished when the testator dissolved the partnership. The son appealed. Learning he was terminally ill, the testator had his attorney send the son a letter stating he was exercising his right under Ky. Rev. Stat. Ann. § 362.300(1)(b) to dissolve their partnership. The son argued that despite this letter, the partnership continued and the partnership agreement remained in effect because the partners carried out no affirmative act to wind up the partnership's affairs. The trial court agreed, but the intermediate appellate did not. It held that the letter dissolved the partnership and that nothing in the Kentucky Uniform Partnership Act required the son and testator to complete the winding up of partnership affairs before the latter's death. The son sought further review from the state supreme court.


Was the buy-sell provision in a partnership agreement unenforceable?




The Supreme Court of Kentucky found that as the partnership agreement's stated purpose was for the purchasing, leasing, and selling of a specified parcel of real estate, as a matter of law the partnership was for a "particular undertaking" within the meaning of § 362.300(1)(b), since it could be accomplished at some point in the future. As § 362.300(1)(b) was inapplicable, and the testator did not manifest an unequivocal intent to dissolve, dissolution did not occur until his death; therefore, the buy-sell agreement was enforceable.

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