Landye Bennett Blumstein, LLP v. Jeffrey S. Mutnick, PC

A partnership agreement should be analyzed for clear language, and if ambiguous, extrinsic evidence can be employed.

Landye Bennet Blumstein, LLP (LLB) commenced action against Mr. Mutnick and Mutnick, PC (together, Mutnick) after Mutnick’s withdrawal from LLB’s firm. The dispute arose from a disagreement over compensation upon withdrawal as well as attorney fees owed for the cases Mutnick was undertaking at the time of withdrawal. Mutnick counterclaimed for enforcement of partnership rights, wrongful interference, and breach. The lower court granted part of LLB’s request and denied all of Mutnick’s counterclaims. On appeal, Mutnick argued three assignments of error; LLB, on cross-appeal, argued five assignments of error. First, Mutnick argued that the lower court erred in failing to award him the points from the partnership agreement. Analyzing the contract first and extrinsic evidence only where there is ambiguity, the Court held that Mutnick should be awarded the points. On cross-appeal, LLB argues the lower court erred in awarding the bonus pool. Where the partnership agreement is clear as to awarding points, it is not explicit as to the bonus pool, but that pool is a matter of performance, and therefore, not subject to award in the same manner as the points. As to Mutnick’s other assignments of error, the Court rejected all of his other arguments. Remanded for modification as to the payment for the buyout of Mutnick’s points; the awarding of the bonus pool money reversed; otherwise affirmed.