Thursday, August 27, 2009

Fischer v. Fischer (Cir. Ct. Mont. Cnty)

Filed May 21, 2009.
Opinion by Judge Mary Beth McCormick.

Held: Unnamed co-owner of a business was entitled to one half of the net proceeds from the sale of the business, despite the lack of agreement or "paper trail" evidencing ownership, because an implied-in-fact contract existed between the co-owners.

Facts: A father and son created a business based upon the son's business plan to create coin changing machines for retail and grocery stores. The son's name was kept off of all documents to shield him and the business from his creditors and the bankruptcy trustee. Upon a sale of the business, the son sought one half of the proceeds of sale as a co-owner.

The Court found it to be clear that the son "did a great deal of the work necessary to start up" the business. The son developed the software that allowed the business to be run through a telephone or computer, which was instrumental to the company's profitability. The buyer of the company, a competitor, did not have this technology. The son also found customers, conducted mass mailings and ran the day-to-day workings of the business. In summary, "his efforts were relentless." The Court also noted the father's e-mails, which demonstrated the "actual intent behind the ownership of the company."

The full opinion is available in PDF.

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