Peter A. Rapoza, M.D. v. Jonathan H. Talamo, M.D. et al. 1 , 2006 Mass. Super. LEXIS 531

Summary

The first doctor and second doctor were skilled ophthalmologists. Their joint practice was facilitated through three entities: a partnership, a first limited liability company, and a second limited liability company. The partnership was operated based on an oral agreement, and the first limited liability company and second limited liability company also operated based on oral agreements. Various serious disagreements arose regarding operation of the three entities, and, thus, the parties agreed to dissolve them. However, problems arose with the economic and business part of the separation. As a result, the first doctor moved for the appointment of a liquidating agent. The trial court found that dissolution of the partnership was proper under either Mass. Gen. Laws ch. 108A, § 31, because the first doctor expressed a desire to do so and no definite term or particular undertaking was specified, or Mass. Gen. Laws ch. 108A, § 32, because the circumstances rendered a dissolution equitable....