3
W&R’s partnership agreement classified partners as either
equity partners, who shared in W&R’s profits and losses on the
basis of their partnership interests, or contract partners, whose
compensation was based upon agreement. Handler, Donald Parson
(Parson), Richard Tilton (Tilton), and Elliot Hahn (Hahn) were
equity partners.2 James Sargent (Sargent) had been an equity
partner until April 1, 1984. He continued as a contract partner
until W&R ceased doing business in 1993.
The partnership agreement was amended as of October 30, 1993
(the amendment), to provide for the liquidation and dissolution
of W&R commencing November 1, 1993. The amendment provided in
Section 22(k):
As the affairs of the partnership are wound up and its
debts paid and other obligations, including obligations
to partners, discharged or provided for and the
partners’ capital including voluntary capital and
interest * * * has been returned to them, any net
balance remaining in the hands of the liquidating
partners shall be distributed * * * to the persons who
are partners on the date of dissolution, pro rata in
accordance with their “points” in the partnership set
forth on Schedule A to the Agreement.[3]
Certain of the former partners of W&R and members of another
law firm, Breed, Abbott & Morgan, formed a new partnership,
Whitman, Breed, Abbott & Morgan (WBAM), effective November 1,
2 Michael Allen (Allen) and David Morse (Morse) were
contract partners under the partnership agreement.
3 Handler, Parson, Tilton and Hahn are listed on Schedule A
with “points” attributed to them. Sargent is not listed on
Schedule A.
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Last modified: May 25, 2011