Southex Exhibitions, Inc. v. Rhode Island Builders Association, Inc. case brief summary
Southex Exhibitions, Inc. v. Rhode Island Builders Association, Inc. RI 2002
Rhode Island Builder’s Association (RIBA) and Sherman Exposition
Management, Inc. (SEM), entered into an agreement in 1974 for future
productions of the RIBA home shows at the Providence Civic
Center. Plaintiff Southex acquired SEM following a series of assignments
and contract renewals agreed to by RIBA. Southex believed that in order
to maintain its financial stake in RIBA home shows, the 1974 Agreement
between RIBA and Southex needed to be renegotiated or allowed to expire
according to its terms. RIBA in turn expressed dissatisfaction with
Southex’s performance, and eventually entered into a management contract
with another producer. Southex commenced suit against RIBA alleging
that the 1974 Agreement established a partnership between RIBA and
Southex’s predecessor SEM, and/or that by its silence RIBA had enabled
the formation of a partnership by estoppel, and RIBA breached its
fiduciary duties to its co-partner, Southex, by its wrongful dissolution
of their partnership.
the 1974 Agreement between RIBA and SEM (i.e. Southex’s predecssor)
establish a partnership between RIBA and SEM based on the totality of
Holding: No partnership between RIBA and SEM.
term “partner” frequently is defined with a view to its context. More
importantly, the label the parties assign to their intended legal
relationship, while probative of partnership formation, are not
necessarily dispositive as a matter of law, particularly in the presence
of countervailing evidence, such as are present here.
Argument for Partnership:
-Agreement refers to “partners”
-Profit sharing - 55% (SEM); 45% (RIBA)
-Parties determine show dates and admission prices
-This is not like the Fenwick (hair salon) case, where Fenwick has all of the control over the business operations.
Argument against Partnership:
-Agreement is an “agreement” not a “partnership”
-SEM advances all funds, indemnifies RIBA for losses (i.e. RIBA has no liability)
-SEM conducted business with third parties in its own name
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