Rosenfeld, Meyer & Susman v. Cohen

In Rosenfeld, Meyer & Susman v. Cohen (1983) 146 Cal.App.3d 200, a company named Rectifier entered into a written agreement in 1969 with the law firm it had selected to bring a major patent anti-trust action. The firm immediately commenced the action and continued to prosecute it for many years. In 1974, as the case got close to trial or settlement, two of the firm's partners, who had worked exclusively on the case, threatened to withdraw from the firm unless they were allocated a larger percentage of Rectifier's fee. They were confident that Rectifier would follow them if they set up their own firm. The firm made an offer, but the two partners rejected it. in April 1974, they withdrew and formed their own firm. in May, Rectifier discharged the firm and hired the partners' new firm. The partners continued Rectifier's case and settled it. Rectifier paid them compensation and put their percentage of the settlement in an escrow account. Thereafter, the firm sued the two partners, claiming that the Rectifier action was its unfinished business and that the partners breached their fiduciary duties by failing to complete it for the benefit of the firm. (Rosenfeld, supra, 146 Cal.App.3d at pp. 208-211.) On appeal, the court explained, "The concept of unfinished business arises from the rule of law that upon the dissolution of a partnership, the partnership is not terminated but continues to exist for the limited purpose of winding up its affairs and completing all unfinished business." (Rosenfeld, supra, 146 Cal.App.3d at p. 216, ) Thus, the court observed that upon dissolution of the firm in May 1974, there were three entities--the dissolved firm that had not yet been wound down; the resulting firm of remaining partners; and former partners' new firm. The court further stated that after dissolution, each partner of the dissolved firm had a fiduciary duty to wind up and complete the firm's unfinished business. And in doing so, each partner also had a duty not to take any action concerning that business that led to purely personal gain. (Id. at pp. 216-217.) Next, the court stated that in determining the partners' duties concerning "unfinished business," the pertinent date was not the date that Rectifier discharged the firm but rather the date of its dissolution. Similarly, "to determine whether business of a dissolved partnership is unfinished business, the court should look to the circumstances existing on the date of dissolution of the partnership, not to events occurring thereafter." (Rosenfeld, supra, 146 Cal.App.3d at p. 217, ) More specifically, the court explained, case law " ' ". . . clearly indicates the line of demarcation between 'unfinished business,' being business covered by contracts of employment at the time of dissolution, and other matters, not covered by contracts of employment, but which thereafter become the subjects of contracts of employment through the goodwill previously existing between the partnership and the clients. As to the 'unfinished business,' a duty to perform services rests on the partnership at the time of dissolution and continues thereafter to rest on the partners or the surviving partner . . . ." ' " (Ibid.)