Bowen v. Velliquette

MUSSELL, J.

This is an action for dissolution of a partnership, an accounting and injunction. Defendants appeal from the judgment distributing the assets of the partnership, claiming that plaintiff was not a partner who was entitled to share in the assets of the partnership on dissolution, and that plaintiff was not entitled to an accounting by reason of his failure to pay the sum of $7,500 to defendant Velliquette, according to the terms of the partnership agreement, and that the court erred in allowing plaintiff a 30 per cent interest in the partnership.

In March, 1952, defendants Verne D. Velliquette and Vernon L. Bowen (plaintiff’s brother) purchased the premises known as The Chieftain Trailer Park in El Cajon, San Diego County. On April 1, 1952, Velliquette and Vernon L. Bowen entered into a partnership agreement in writing in which it was agreed that the trailer park was partnership property and that the title to the real property would be held in joint tenancy; that the share of each partner should be 50 per cent; that Velliquette had contributed capital in the

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sum of $25,000 and that Bowen, who had not contributed any capital, was to devote his entire time and attention to said business; that in the event of a liquidation of the partnership, the assets, after payment of partnership debts, would be divded equally between the parties after first repaying Velliquette his capital contribution of $25,000.

These partners desired to make extensive improvements on the property and asked plaintiff, who was a building contractor living in Pacific Grove, to come to San Diego and help them with the construction work. Plaintiff arrived in San Diego on or about May 1, 1952, inspected the premises and met with his brother and Velliquette to make arrangements to do the work.

There is a conflict in the testimony as to the terms of the agreement entered into by the parties. Plaintiff testified that his survey of the situation indicated that the construction of 80 trailer spaces, comfort stations and roads, as contemplated, would involve a lot of money; that upon ascertaining that the parties had only approximately $15,000 available for the work and that the work would cost approximately $80,000, he proposed that the three enter into a partnership agreement and each share 33% per cent; that the final agreement was that the partnership would be on the basis of 40 per cent interest in Velliquette and a 30 per cent interest in each of the two other partners; that he was to furnish his services and experience as a contractor and the use of his equipment in making the improvements to the property; that after the agreement was made, he promised to pay Velliquette $7,500 as an investment in the business; that it was agreed that he would put up the $7,500 at any time he could and that “there was no time involved on when he was to make the payment at all”; that he was informed by Velliquette that he could take this sum from his capital account as the account was increased.