This case involved a family farm partnership that formed between two sisters and their spouses after the sisters' father retired from farming. Bayer Crop Science (BCS) planted GMO rice in an area near the partnership's farming operation which spread into other rice operations and caused the price of rice to drop. The plaintiff, one of the partners, did not want to participate in the class action lawsuit being brought against BCS, but one of the other partners did meet with one of the lawyers bringing suit against BCS who then hired the lawyer to represent the partnership in the suit against BCS. The plaintiff was notified of the meeting, but did not attend. Over the following several years these two partners did not speak with each other, but all correspondence concerning the BCS litigation was left on the partnership's office desk and the plaintiff would always go through the mail and none of the 19 letters received from BCS were ever hidden or not disclosed. The plaintiff then decided to retire for health reasons and wanted to liquidate the partnership. However, the other partners wanted to continue the business. Consequently, the partners entered into a buy-sell agreement on December 17, 2010 whereby the plaintiff would convey his interest back to the partnership for $825,000 and some land. The agreement did not mention the BCS pending litigation. Three days after the buy-sell agreement was executed, BCS sent a letter to the partnership that it was settling the litigation and that the partnership would receive $310/acre. The letter was placed in the open on the partnership office desk with the rest of the mail. The plaintiff received $825,000 and some land for his partnership interest on Jan. 31, 2011, and he and his wife resigned that day. In July of 2011, the plaintiff's wife learned of the settlement and sought a portion of the $177,000 payment the partnership received from BCS. The partnership refused to pay any amount to the plaintiff or his wife. The plaintiff sued for an accounting and winding up of partnership business, damages for breach of fiduciary duty, failure to disclose the BCS litigation, rescission of the buy-sell agreement based on mutual mistake and unilateral mistake and punitive damages. The trial court ruled for the defendant on all points. On appeal, the court affirmed. The plaintiff was fully informed of the BCS litigation and chose not to participate in it, and lied about not knowing about it. The court also held that the plaintiff was not entitled to an accounting because the plaintiff was a former partner who had sold his partnership interest. The court noted that the buy-sell agreement specifically stated that any assets not mentioned in the agreement were transferred with the partnership interest, and the agreement contemplated that any unidentified assets would be transferred to the remaining partners. Mick v. Mays, No. SD33149, 2015 Mo. App. LEXIS 505 (Mo. Ct. App. May 11, 2015).
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