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02/25/88 Jerald Hill Et Al., v. Owen Brown Et Al.

February 25, 1988

JERALD HILL ET AL., PLAINTIFFS AND COUNTERDEFENDANTS-APPELLEES

v.

OWEN BROWN ET AL., DEFENDANTS AND COUNTERPLAINTIFFS-APPELLANTS



APPELLATE COURT OF ILLINOIS, FOURTH DISTRICT

520 N.E.2d 1038, 166 Ill. App. 3d 867, 117 Ill. Dec. 687 1988.IL.258

Appeal from the Circuit Court of Pike County; the Hon. Cecil Burrows, Judge, presiding.

APPELLATE Judges:

JUSTICE KNECHT delivered the opinion of the court. McCULLOUGH and SPITZ, JJ., concur.

DECISION OF THE COURT DELIVERED BY THE HONORABLE JUDGE KNECHT

Plaintiffs filed a complaint to dissolve their Saler cow partnership with defendants and requested a sale of the partnership assets. Defendants' two-part counterclaim alleged (1) breach of a contract which dissolved a prior undocumented partnership, and (2) breach of an existing partnership agreement centered around one Saler cow. The circuit court of Pike County ordered the dissolution of the partnership, the undivided sale of the cow known as 10R at public auction and the dismissal of defendants' counterclaim. Defendants appeal and we affirm.

For about 2 1/2 years prior to January 1, 1985, plaintiffs Jerald and Joann Hill and defendants Owen and Lisa Brown engaged in the business of buying, selling, breeding, and selling embryos from Saler cattle without the benefit of a partnership agreement. The animals were often bred by an artificial insemination and transport technique performed by Owen Brown (Brown). To produce embryos for transplant the cow is "superflushed," or given a series of shots causing her to generate more than one embryo. The shots should begin about nine days after the cow comes into heat and continue twice a day for four days. The fertilized embryos are then transplanted into recipient cows.

In the latter part of 1984, the parties met with an accountant, William Shotts (Shotts), to discuss the division of their informal partnership. Jerald Hill (Hill) testified Brown placed a value on the animals and equipment based on his own calculations, but they did not reach an agreement as to the value of the partnership. Brown said the partners agreed to the following figures:

(1) Business income from transplants outside the partnership: $31,500 in gross income times 2 equals $62,000.

(2) Brown's flushing fee for partnership cattle held by Hill: 17 flushes at $1,200 equals $20,400.

(3) Equipment: $15,000.

(4) Cattle (excluding 10R): $100,000.

(5) 10R: $30,000.

Shotts' notes from the meeting were introduced for the limited purpose of showing the parties discussed some figures relating to the division of the partnership. The notes reflect the partnership property was divided into three categories and valued accordingly. The categories and values are as follows: cattle $130,000, equipment $15,000, and business $88,500. The notes indicate the partnership property was to be divided in half. Shotts testified the business category encompassed anticipated business. Shotts recorded the numbers the partners discussed but he did not personally participate in the calculations. All the parties contributed equally to the Discussions.

On January 1, 1985, the parties entered into a contract to dissolve their unwritten arrangement and to separate all of the jointly held property except for one cow known as 10R. The embryo transplant business was distributed to Brown and the cattle, excluding 10R, were distributed to Hill.

The national champion Saler cow, 10R, became the subject of a written partnership agreement that commenced on January 1, 1985, and ended the same year on December 31. The purpose of the partnership agreement was to produce embryos from 10R and transplant them into recipient cows. The resulting pregnancies were to be divided between the parties. Unfortunately, there was dissension among the partners soon after the partnership agreement was drafted and the business purpose was never consummated. The ...


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