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Red River Wings, Inc. v. Hoot, Inc. - 2008 ND 117, 751 N.W.2d 206

Rule:

Summary judgment is a procedural device for promptly resolving a controversy on the merits without a trial if there are no genuine issues of material fact or inferences that can reasonably be drawn from undisputed facts, or if the only issues to be resolved are questions of law.

Facts:

This case arose from a dispute involving two limited partnerships. The district court dismissed the majority's claims against persons and entities involved in a business dispute over two Hooters franchise restaurants in Canada. The court also awarded damages and attorney fees to the minority of the limited partners. A majority of the limited partners appealed.

Issue:

Did the district court err in granting summary judgment and declaring that partnerships were dissolved as a matter of law?

Answer:

No.

Conclusion:

The district court did not err in granting summary judgment and declaring that partnerships were dissolved as a matter of law because of the majority partners' actions. The district court's findings that the majority limited partners violated the fiduciary duties of good faith, fair dealing, loyalty, and care were not clearly erroneous because the majority group planned a takeover of the limited partnerships and proceeded to do so in a reckless manner. Given the evidence of two partners' participation in a takeover and their direct control and actions, it would have been inequitable if their acts were treated as those of the limited liability partnership alone. Thus, the district court did not err in holding them individually responsible. The district court's findings rendered the majority group's reliance on the business judgment rule unavailing. and the court did not err in dismissing these claims.

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