AMIN DAHLAWI, ET AH, PETITIONERS,
v.
ZAHID RAMLAWI, RESPONDENT
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Petitioners sought certiorari review of a trial court order requiring a jury to conduct a partnership accounting if a partnership was found to exist. The Florida Third District Court of Appeal held that complicated partnership accountings must be conducted by the trial court in equity, not by a jury, and quashed the trial court's order to that extent.
Although a jury may conduct a simple accounting in a breach of contract dispute involving a fixed and certain amount, complicated partnership accountings must be conducted by the trial court in equity, not by the jury. The trial court's order directing jury-conducted accounting departed from essential requirements of law.
[1] A claim for breach of an alleged oral partnership agreement, even if framed as a claim for damages, seeks equitable relief in the form of a formal accounting of partnersh…
[2] An action at law may generally not be maintained for the recovery of damages in a partnership dispute; the appropriate remedy is a formal accounting.
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Join FLexlaw to unlock all legal intelligence“In a partnership dispute, the appropriate remedy is a formal accounting of the partnership affairs, and an action at law may generally not be maintained.”
Establishes that partnership disputes are equitable in nature and require accounting remedies rather than damages at law.
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Join FLexlaw to unlock all legal intelligenceRespondent Zahid Ramlawi, a former employee and shareholder, counterclaimed against petitioners for breach of an alleged oral partnership agreement, s…
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PER CURIAM.
Amin Dahlawi, Diana Dahlawi, and Hassan Dahlawi [hereafter collectively referred toms “petitioners”], seek certiorari review of the trial court’s order that the jury conduct a partnership accounting, should the jury determine that a partnership was formed. We grant the petition for the writ, and quash that part of the order under review.
Three related companies filed separate suits against respondent Zahid Ramlawi, a former employee and shareholder of one of the companies, for the recovery of certain monies and property. Ramlawi counterclaimed against various individuals and companies, including the petitioners, claiming inter alia that the petitioners had breaehed an alleged oral partnership agreement. Ram-lawi also sought punitive damages in connection with claims for alleged defamation. There are presently at least 39 pending claims and counterclaims between the parties, involving both legal and equitable issues.
Although Ramlawi’s counterclaim was framed as an action seeking damages for breach of contract, the allegations in the complaint clearly sought to verify the existence of a fiduciary relationship, i.e., a partnership. In a partnership dispute, the appropriate remedy is a formal accounting of the partnership affairs, and an action at law may 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 cannot defeat the petitioners’ right to an accounting under established partnership law.
However, we find that the trial court departed from the essential requirements of the law in holding that any accounting of the alleged partnership affairs would be conducted by the jury. If Ramlawi proves that a partnership was formed, the raveling of the partnership affairs will entail an extensive and complicated accounting involving six corporations. While a jury may be permitted to conduct a simple accounting in a breach of contract dispute involving a fixed and certain amount, see Martell & Sons, Inc. v. Friedman, 461 So. 2d 1023 (Fla. 3d DCA), review denied, 469 So. 2d 748 (Fla. 1985); Rizzo v. Euclid Urbana Co., 118 So. 2d 553 (Fla. 2d DCA 1960), complicated partnership accountings are to be conducted in equity by the trial court, and not by the jury. See RBC I, Inc. v. AJAR I, Inc., 519 So. 2d at 743; Riggs v. Saltmarsh, Cleaveland and Gund, 341 So. 2d 818 (Fla. 1st DCA 1977).
As this court has previously noted: “Matters of account are one of the ordinary sources of equity jurisdiction and ... equity will take cognizance of cases where the contract demands between litigants involve extensive or complicated accounts and it is not clear that the remedy at law is as full, adequate and expeditious as it is in equity.” F.A. Chastain Constr., Inc. v. Pratt, 146 So. 2d 910, 913 (Fla. 3d DCA 1962). See Escandar v. Southern Management and Inv. Corp., 534 So. 2d 1203, 1205 n. 4 (Fla. 3d DCA 1988); Riggs v. Saltmarsh, Cleaveland and Gund, 341 So. 2d at 819. The right to an equitable accounting of complicated partnership affairs cannot be bartered for expediency-
We therefore conclude that the trial court’s ruling on this issue departs from the essential requirements of the law, and may result in irreparable injury throughout the subsequent proceedings which cannot be remedied by plenary appeal. See W.R. Grace & Co. Conn. v. Waters, 638 So. 2d 502 (Fla.1994); Kauffman v. King, 89 So. 2d 24 (Fla.1956); Magram v. Raffel, 443 So. 2d 396 (Fla. 3d DCA 1984); Sarasota-Manatee Airport Auth. v. Alderman, 238 So. 2d 678 (Fla. 2d DCA 1970). Accordingly, we grant the petition for certiorari and quash that part of the trial court’s order directing that any partnership accounting be conducted by the jury, in the event the existence of a partnership is proven at trial.
Certiorari granted, order quashed in part, and cause remanded.
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Citator
Cited By (13 total)
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Lipsig v. Zahid A. Ramlawi, 760 So. 2d 170 (Fla. 3d DCA 2000)…e jury. By writ of certiorari, however, this court quashed that ruling holding that “[i]n a partnership dispute, the appropriate remedy is a formal accounting of the partnership affairs,” to be tried in equity by the trial court. Dahlawi v. Ramlawi, 644 So. 2d 523, 524 (Fla. 3d DCA 1994). Thereafter, following a forty-nine (49) day jury trial, spanning over four and one-half (4^) months, the jury found against the appellants and in favor of Ramlawi on all but one of his claims. The jury concluded, among othe…
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Ramabhai Sankabhai Nayee v. Jayantilal Sankabhai Nayee, 705 So. 2d 961 (Fla. 5th DCA 1998)…itable in nature without regard to other considerations such as the complicated nature of the accounts. Armour, 16 So. 2d at 810; Alter v. Finesmith, 214 So. 2d 732 (Fla. 3d DCA 1968), cert. denied, 225 So. 2d 538 (Fla.1969). Cf. Dahlawi v. Ramlawi, 644 So. 2d 523, 524 (Fla. 3d DCA 1994), review denied, 652 So. 2d 817 (Fla.1995). This is because proceedings involving trusts are generally within the exclusive jurisdiction of courts of equity. Walker v. Landress, 111 Fla. 356, 149 So. 545 (1933); 56 Fla. Jur.2d…
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Budd Laurence v. Soler, 706 So. 2d 896 (Fla. 3d DCA 1998)…t of partnership affairs. See Wills v. Andrews, 73 Fla. 384, 387, 75 So. 618, 619 (1917); White v. Ross, 35 Fla. 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…
Previewing 3 of 13 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited (14 total)
- W.R. Grace & Co. - Conn. v. Waters, 638 So. 2d 502 (Fla. 1994)
- Kauffman v. Annabel King, 89 So. 2d 24 (Fla. 1956)
- Sarasota-Manatee Airport Auth. v. Alderman, 238 So. 2d 678 (Fla. 2d DCA 1970)
- F. A. Chastain Constr., Inc. v. Pratt, 146 So. 2d 910 (Fla. 3d DCA 1962)
- Wills v. Andrews, 73 Fla. 384 (Fla. 1917)
- RBC I, Inc. v. Ajar I, Inc., 519 So. 2d 743 (Fla. 3d DCA 1988)
- Garcia v. State, 443 So. 2d 396 (Fla. 3d DCA 1984)
- Isadore H. Magram and Magram Motor Cars v. Blair A. Raffel and Allan R. Knight, 443 So. 2d 396 (Fla. 3d DCA 1984)
- Rizzo v. Euclid Urbana Co., 118 So. 2d 553 (Fla. 2d DCA 1960)
- Riggs v. Saltmarsh, 341 So. 2d 818 (Fla. 1st DCA 1977)