Pilcher v. Wheeler

In Pilcher v. Wheeler (1992) 2 Cal.App.4th 352, several parties entered into a limited partnership agreement for the purpose of constructing and selling condominium units. Under the partnership agreement, which contained no fee clause, the general partners were assigned sole authority to negotiate and execute a construction contract, which was mentioned in the partnership agreement. (Id. at p. 354.) After the general partners entered into the construction contract, the limited partners unsuccessfully sued them for breach of contract and fraud under the partnership agreement. (Id. at pp. 354-355.) When the general partners sought a fee award on the basis of the construction contract, which contained a fee provision, the trial court denied the request. (Ibid.) In affirming the denial, the appellate court concluded that the limited partners "did not intend to incorporate into their partnership agreement all the terms of a construction contract that was yet to be negotiated and over which they had little or no say." (Id. at p. 356.)