The Supreme Court of Nebraska has held that a partnership agreement’s buyout option is triggered by service of process of a lawsuit for dissolution rather than by the court’s judgment in that lawsuit. The supreme court also applied the presumptions in the UPA to determine whether two pieces of real estate were partnership property. In Mogensen v. Mogensen, three brothers formed a partnership to operate a family farm. After a falling out, Steven Morgensen sued for dissolution. The court entered summary judgment for the defendants on the ground that the partnership agreement provided an avenue for withdrawal and therefore the UPA’s provisions for dissolution were inapplicable. The partnership agreement permitted the other partners to purchase a withdrawing partner’s interest if they gave notice within 90 days of receiving notice of the intent to withdraw. About a month after the court’s judgment, Keith Morgensen gave notice of his intent to purchase Steven’s partnership interest. Steven refused. Keith brought suit for specific performance and Steven counterclaimed for declaratory relief as to whether two parcels were partnership property.
Justice Connolly held that the 90 day window began when Keith received service of process rather than when the court granted summary judgment. This holding was based on caselaw from other jurisdictions. The court determined that one of the disputed parcels was partnership property because it was purchased in part with partnership funds, but that the other disputed property was not partnership property because it was not acquired with partnership property. These holdings are quite straightforward but the discussions of the two parcels make a very nice contrast with one another. That part of the opinion would teach well because the facts are readily apprehended, the statutory provisions clear, and the application reasonable.