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Claim for Undistributed Goodwill Re: Dissolved Partnership Dismissed

The Fourth Department determined that Supreme Court should have granted summary judgment on a counterclaim which sought damages for undistributed goodwill of a partnership.  The partnership had been dissolved after the death of one of the partners and did not continue under the same structure. The Fourth Department explained:

Here, even assuming, arguendo, that the partners’ course of dealings or partnership agreement provided that goodwill is a distributable asset of the partnership, we conclude that defendants met their initial burden on that part of the motion for summary judgment dismissing the complaint to the extent it sought damages for undistributed goodwill.  Indeed, defendants established that there is no goodwill to distribute because the partnership has been dissolved and no longer exists.  In the circumstances presented here, it is incomprehensible that the partnership’s goodwill could survive the demise of the partnership, and the Court of Appeals decision in Dawson does not suggest otherwise.  In Dawson, although the Court of Appeals indicated that a dissolving partnership may have distributable goodwill, the partnership in that case was dissolved but was immediately reformed with the same partners, minus one, with the same firm name, using the same offices and servicing the same clients. Thus, in essence, the partnership was dissolved in name only. Here, in contrast, the same partnership did not reform after dissolution. Instead, two entirely new partnerships were formed.  Thus, plaintiffs failed to raise an issue of fact with respect to the existence of goodwill after the dissolution of the partnership… .  Moore… v Johnson…, 744, 4th Dept 7-5-13

 

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