Pav-Saver Corporation v. Vasso Corporation (Ill.App.1986)
FACTS
Partnership agreement stated: that license for certain patents would revert to plaintiff
following dissolution.
Agreement contemplated mutual dissolution, but provided for liquidated damages in
the case of a unilateral dissolution.
The court ruled that plaintiff had engaged in a wrongful dissolution which
notwithstanding the Partnership Agreement would be governed by the default rules of
the UPA.
RULES
-UPA says that partners that did not cause a wrongful dissolution are entitled to
continue the business. Thus, the defendant could keep control of the patents.
Siegel says this is an ‘outrageous’ situation. Contract contemplated unilateral
termination and provided for liquidated damages. However, the court imposed
additional damages.
FACTS
Partnership agreement stated: that license for certain patents would revert to plaintiff
following dissolution.
Agreement contemplated mutual dissolution, but provided for liquidated damages in
the case of a unilateral dissolution.
The court ruled that plaintiff had engaged in a wrongful dissolution which
notwithstanding the Partnership Agreement would be governed by the default rules of
the UPA.
RULES
-UPA says that partners that did not cause a wrongful dissolution are entitled to
continue the business. Thus, the defendant could keep control of the patents.
Siegel says this is an ‘outrageous’ situation. Contract contemplated unilateral
termination and provided for liquidated damages. However, the court imposed
additional damages.
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