MAS Associates, LLC v. KorotkiAnnotate this Case
The Supreme Judicial Court reversed the determination of the trial court that the parties in this case intended to form a general partnership, holding that the evidence could not sustain the simultaneous intent to form both an LLC and a partnership and that Respondent failed to provide competent material evidence demonstrating intent to form a partnership.
Respondent brought this action claiming breach of contract and requesting a declaratory judgment asking for a determination of "the buyout price of his partnership interest." The trial court concluded that there was no enforceable written agreement but that that a partnership existed between the parties. The court then awarded Respondent more than $1 million. The Court of Special Appeals affirmed. The Court of Appeals reversed, holding that where the parties were also actively engaged in the process of negotiating to become members of an LLC, there was insufficient evidence of the parties' intent to form a partnership.