Finn v. Finn

In Finn v. Finn, 658 S.W.2d 735 (Tex. App.--Dallas 1983, writ ref'd n.r.e.), the trial court found that the husband's law firm had goodwill independent and apart from the professional ability of the husband. Id. at 741. However, the pertinent question was whether the community estate was entitled to share in the value of the law firm's commercial goodwill. Id. The court determined that the community estate was not entitled to a greater interest than that to which the husband was entitled in the firm's goodwill. Id. According to the court, the extent of the husband's interest was governed by the partnership agreement. Id. According to the partnership agreement, if the husband in Finn had died or withdrawn from the firm, he would have been entitled to certain amounts based on his capital account, undistributed earned income, and interest in the firm's reserve account. Id. at 741-42. The court acknowledged that the partnership agreement did not provide any compensation for accrued goodwill to a partner who ceased to practice law with the firm, nor did it provide any mechanism to realize the value of the firm's goodwill. Id. at 742. In Finn, the only mechanism through which the husband could realize the value of the accrued goodwill was through continuing to practice law as a member of the firm. Id. Thus, the court found, such realization in the future is no more than an expectancy dependent on the husband's continued participation in the firm and, therefore, his interest in the firm's goodwill was not property of the community estate. Id. The decision in Finn was en banc with four justices joining the majority opinion, two justices concurring, and five justices dissenting. Id. at 735. Justice Stewart wrote a concurring opinion, stating that the firm's goodwill is an asset of the partnership entity and, thus, does not belong to either the separate or community estate of the individual partners. Id. at 749 (Stewart, J., concurring). According to Justice Stewart, the partnership agreement did not control the value of the individual partnership interests. Id. The asset being divided was the husband's interest in the partnership as a going business, not his contractual death benefits or withdrawal rights. Id. The formula in the partnership agreement may represent the present value of the husband's interest, but should not preclude a consideration of other facts. Id. The value of the husband's interest, Justice Stewart concluded, should be based on the present value of the partnership entity as a going business, which would include consideration of partnership goodwill. Id. Goodwill is property and, although intangible, is an integral part of a business. Id.