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Joyner v. Liprie - 44852 ( La. App. 2 Cir 01/29/10), 33 So. 3d 242

Rule:

The fiduciary relationship among partners imposes on them the obligation of the utmost good faith, fairness, loyalty and integrity in their dealings with one another with respect to partnership affairs. The standard of a fiduciary's duty to his beneficiary, depending on the facts of the case, lies somewhere between simple negligence and willful misconduct or fraud with the intent to deceive. The actual intent to deceive is not required where one party is placed in such an advantageous position to the other.

Facts:

Defendant Samuel F. Liprie entered into an oral agreement to form a joint venture with Dr. Mark Harrison, and Plaintiff Dr. Lee Roy Joyner for the development and promotion of intracoronary radiation therapy (ICRT). According to the Agreement, Dr. Harrison would each pay one-half of the expenses of the joint venture and one half of a monthly salary to Defendant. For this, Plaintiff and Dr. Harrison received 25 percent ownership interest each in the joint venture. Defendant Liprie retained 50 percent ownership and would supply all of the materials and intellectual property rights to the low-dose ICRT applications for the exclusive use of the joint venture. Subsequently, Plaintiff Joyner instituted a complaint alleging that Defendant Liprie breached the oral agreement to form the joint venture. The jury awarded damages to Plaintiff in the amount of $4,300,000, plus attorney fees. Defendant Liprie appealed.

Issue:

Was there an enforceable oral contract between the plaintiff and the defendant, a breach of which entitled plaintiff to damages?

Answer:

Yes.

Conclusion:

The Court found that a valid oral agreement to form a joint venture existed between Plaintiff Joyner and Defendant Liprie, as the three keys for partnership, i.e., (i) mutual consent of the partners, (ii) sharing of the profits and losses, and (iii) each party must have a proprietary interest in the property of the enterprise, were all existing in the case at bar. The Court found that there existed a reasonable factual basis in the record on which the jury could have concluded that plaintiff, defendant, and another doctor reached an oral agreement, either in late May in Atlanta or in July surrounding the time of the two "letters of intent" exchanged among plaintiff, defendant, and another doctor. Defendant's actions in continuing the project and accepting the benefits of the bargain provided sufficient, albeit marginally sufficient, evidence of corroborating circumstances sufficient to support the jury's finding that an oral agreement existed and that security was not required as a term of the agreement.

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