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Law School Case Brief

Singer v. Singer - 1981 OK CIV APP 43, 634 P.2d 766

Rule:

Partnership is a creature of voluntary agreement. A partnership relationship can be created by oral agreement but proof of the fact of partnership and its terms must be established, by "clear, unequivocal and decisive" evidence. Oral testimony offered to prove these facts is not given much weight. 

Facts:

The Singer family formed an oil production partnership, Josaline Production Co. (Josaline), in the late 1930's. Through inheritance and assignments, partnership interests have been conveyed and passed down to other family members, fractionalizing the ownership. After Josaline deferred a decision on purchasing certain real estate for investment purposes, the individual partners purchased the land in question. Subsequently, Josaline demanded that it be permitted to purchase 50 percent of the property, which the individual partners ultimately refused. Josaline then brought an action to impose a constructive trust on the real estate that was bought by the individual partners. The trial court ruled that Josaline and its investors, who were not a party to the action, were entitled to participate in the purchase and imposed a constructive trust on the property, and the individual partners sought appellate review. 

Issue:

Was an oil production partnership entitled to participate in a consummated purchase and impose a constructive trust on the property that was bought by the individual partners?

Answer:

No

Conclusion:

The court held that, based on the record, the trial court's judgment was clearly against the weight of the evidence. The court found no evidence of clear, unequivocal, and decisive quality to justify the implicit finding that the individual partners acted for the benefit of Josaline or the "oral" partners to Josaline. The court held that Josaline had contracted away its right to expect a noncompetitive fiduciary relationship with any of its individual partners.

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