RBC I, INC., APPELLANT,
v.
AJAR I, INC., APPELLEE
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RBC I, Inc. appeals an order denying its motion to transfer venue or abate a partnership dissolution action filed in Dade County Circuit Court. The appellate court affirms, holding that Dade County is the proper venue because it was designated as the joint venture's principal place of business under the partnership agreement.
Dade County is the proper venue. Venue in partnership dissolution and accounting actions must be determined by identifying the location around which the venture revolved. Because the joint venture agreement expressly designated Dade County as the partnership's principal place of business and required that all books, records, and corporate documents be maintained there, Dade County is the appropriate forum.
[1] An action at law is generally not maintainable between partners concerning partnership transactions until an accounting or settlement of partnership affairs has occurred.
[2] Venue for a joint venture's lawsuit may be established in the county designated as the partnership's principal place of business, where its books and records are maintain…
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Join FLexlaw to unlock all legal intelligence“The general rule is that an action at law is not maintainable between partners with respect to partnership transactions until there has been an accounting or settlement of partnership affairs.”
Establishes the foundational principle that partnership dissolution and accounting claims are primary, making breach of contract claims ancillary for venue purposes.
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Join FLexlaw to unlock all legal intelligenceRBC I, Inc. and AJAR I, Inc., both Florida corporations, formed a joint venture called Klosterman Point Associates to develop real property in Pinella…
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PER CURIAM.
In this interlocutory appeal, the defendant RBC I, Inc. (RBC) challenges an order denying its motion to transfer and consolidate or, in the alternative, to abate a cause of action on the ground of improper venue. We affirm.
Both RBC and AJAR I, Inc. (AJAR) are Florida corporations. RBC’s principal offices are located in Hillsborough and Lee Counties; AJAR’s, in Dade County. The two corporations formed a joint venture known as Klosterman Point Associates for the purpose of developing real property situated in Pinellas County. Under the terms of the joint venture agreement, the partnership’s principal business office was in Dade County. Pursuant to section 620.-65, Florida Statutes (1985), the venture's books and records were maintained in Dade County. AJAR commenced this action against RBC in the Dade County Circuit Court seeking a declaratory judgment as to the rights of the partners under the joint venture agreement, damages for breach of contract, dissolution of the partnership, and an equitable accounting.
The general rule is that an action at law is not maintainable between partners with respect to partnership transactions until there has been an accounting or settlement of partnership affairs. 8 Fla. Jur.2d Business Relationships § 647 (1978). Wills v. Andrews, 73 Fla. 384, 75 So. 618 (1917). Therefore, it would be improper to establish venue based on the contract claim asserted by AJAR since that claim is ancillary to the request for dissolution and an accounting.
Venue, then, must be determined by identifying that location around which the venture revolved. § 47.051, Fla.Stat. (1985). We reject RBC’s argument that its customary place of business governs. In this case, it is entirely clear that insofar as the corporate aspects of the venture were concerned, RBC not only agreed that Dade County was to be the partnership’s customary place of business, but that books, records, and other corporate indicia were to be maintained at the venture’s principal place of business in Dade County. In addition, the fact that representatives of the two partner firms met at the venture office to discuss partnership business points to the Dade County location as being the venture’s functional place of business.
Accordingly, the plaintiff correctly selected Dade County as the proper forum in which to bring suit.
Affirmed.
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Amin Dahlawi v. Zahid Ramlawi, 644 So. 2d 523 (Fla. 3d DCA 1994)…y generally not be maintained. Section 620.665, Florida Statutes (1993); Manning v. Clark, 56 So. 2d 521 (Fla.1951); Wills v. Andrews, 73 Fla. 384, 75 So. 618 (1917); Ponton v. Bradley, 588 So. 2d 593 (Fla. 3d DCA 1991); RBC I, Inc. v. AJAR I, Inc., 519 So. 2d 743 (Fla. 3d DCA 1988). We agree with the trial court that, if Ramlawi proves a partnership was established, his remedy is to seek an accounting, not an award for damages. Ramlawi’s disguise of an equitable claim for relief as an action for damages cann…
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Budd Laurence v. Soler, 706 So. 2d 896 (Fla. 3d DCA 1998)…. 377, 379, 17 So. 640, 641 (1895); Miller, 692 So. 2d at 933; Boyce v. Hort, 666 So. 2d 972, 973 (Fla. 5th DCA 1996); Dahlawi v. Ramlawi, 644 So. 2d 523, 524 (Fla. 3d DCA 1994), review denied, 652 So. 2d 817 (Fla.1995); RBC I, Inc. v. AJAR I, Inc., 519 So. 2d 743, 744 (Fla. 3d DCA 1988). We therefore grant the writ of certiorari, quash the order under review, and remand with instructions that the actions at law be abated until a determination is made that a partnership was formed, see Dahlawi, 644 So. 2d a…
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Boyce v. M.F. Hort, 666 So. 2d 972 (Fla. 5th DCA 1996)…is a formal accounting of the partnership. § 620.665, Fla.Stat. (1981); Manning v. Clark, 56 So. 2d 521 (Fla.1951); Wills v. Andrews, 73 Fla. 384, 75 So. 618 (1917); Ponton v. Bradley, 588 So. 2d 593 (Fla. 3d DCA 1991); RBC I, Inc. v. AJAR I, Inc., 519 So. 2d 743 (Fla. 3d DCA 1988). Here, since the parties’ pleadings seek equi [*974] table relief in the form of a partnership accounting, this matter must proceed in equity. Importantly, the mere fact that Hort has included a count for breach of contract in hi…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Wills v. Andrews, 73 Fla. 384 (Fla. 1917)