Summers v. Dooley

481 P.2d 318 (1971)


P and D shared ownership of a company at 50% each.  Both sought claims against one another for $6K.  P argues he has paid nearly $11K in expenses without reimbursement from the funds of the partnered trash removal business.  There’s a specific expense at issue in this case that was incurred by P “for the purpose of hiring an additional employee.  P hired the individual to help with the business on his own, despite the fact that D objected. P was getting older and needed to hire the replacement to fulfill the duties P once undertook.  P now argues that D benefited from the hiring and thus should share in the expense.  D argues instead that he did not consent to the expense and thus shouldn’t be liable for the expense.  P continued to pay the new employee out of his own pocket, without reimbursement from the partnered business.


“Whether an equal partner in a two man partnership has the authority to hire a new employee in disregard of the objection of the other partner and then attempt to charge the dissenting partner with the costs incurred as a result of his unilateral decision.”

Relevant Statute:

“Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners.”


No, affirmed.  D made it clear he did not want to hire the third employee.  The rule is that a majority of partners must vote for or consent to the hiring of an employee in such a case.  Here 50% did not consent, which is not a majority.

While the statute use a “may” provision, the court held the force of the statute does not “depend on its form.”  Instead, it depends on the intent of the legislature in drafting the provision.  It depends on “consideration of the entire act, its nature, its object.”  The remainder of the statute provides equal rights between partners, and emphasizes a concept of equality.  The Uniform Partnership Act has a central theme of equality between partners, and any other interpretation would be a gross deviation from that concept.

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