Plaintiff potential partner appealed

Procedural Posture

Plaintiff potential partner appealed from a judgment of the Superior Court of Los Angeles County (California), entered on an order that sustained defendant potential partner's demurrer to plaintiff's second amended complaint in an action for damages for breach of an oral contract. Plaintiff elected not to amend his second amended complaint.

Overview: subsequent employment

The parties entered into an oral agreement under the terms of which the parties agreed to enter into a limited partnership with their rights and liabilities to be governed by the terms of an unsigned written partnership agreement. Defendant refused to sign the partnership agreement. Plaintiff commenced an action against defendant for breach of an oral contract, and sought damages for a sum expended in anticipation to the execution of the document, as well as for lost profits on a drilling contract. The trial court sustained defendant's general and special demurrer to plaintiff's second amended complaint. Plaintiff elected not to amend his pleading. The court found that the complaint did not allege the existence of a partnership between the parties but merely an agreement to form a partnership. The court held that plaintiff could not recover the profits that might or might not ensue from the drilling contract as they were too speculative. The court held that the items of expense incurred by defendant were not incurred as a partner as no partnership was in existence.

Outcome

The court affirmed the judgment entered on an order that sustained defendant's demurrer to plaintiff's second amended complaint in plaintiff's action for damages for defendant's alleged breach of an oral contract.