The petitioners herein and defendants below, Sugar Rock, Inc., et al. (collectively, "Sugar Rock"),
FACTUAL AND PROCEDURAL HISTORY
The case sub judice originated when Clifton G. Valentine ("Mr. Valentine") filed the underlying litigation on November 14, 2011, in the Circuit Court of Ritchie County, West Virginia, against Sugar Rock seeking a dissolution of the subject partnerships,
By order entered July 19, 2013, the circuit court granted the plaintiffs' first motion for partial summary judgment, concluding that the
The circuit court also determined that the subject partnerships were common law mining partnerships, and that the respondents herein are successors to the partnerships' original partners.
The plaintiffs below filed a second motion for partial summary judgment, requesting that certain leases be declared partnership property and seeking a dissolution of the subject partnerships as well as the appointment of a special receiver and a distribution company to accomplish the dissolution. By order entered January 16, 2015, the circuit court determined that the partnerships, whether they be mining partnerships or general partnerships,
STANDARD OF REVIEW
The case sub judice comes before this Court on appeal from the circuit court's order granting partial summary judgment. Summary judgment is proper "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." W. Va. R. Civ. P. 56(c). Accord Syl. pt. 5, Wilkinson v. Searls, 155 W.Va. 475, 184 S.E.2d 735 (1971) ("A motion for summary judgment should be granted if the pleadings, exhibits and discovery depositions upon which the motion is submitted for decision disclose that the case involves no genuine issue as to any material fact and that the party who made the motion is entitled to a judgment as a matter of law."). Thus, "[a] motion for summary judgment should be granted only when it is clear that there is no genuine issue of fact to be tried and inquiry concerning the facts is not desirable to clarify the application of the law." Syl. pt. 3, Aetna Cas. & Sur. Co. v. Federal Ins. Co. of New York, 148 W.Va. 160, 133 S.E.2d 770 (1963).
We previously have defined the standard of review applicable to a circuit court's award of summary judgment as follows: "A circuit court's entry of summary judgment is reviewed de novo." Syl. pt. 1, Painter v. Peavy, 192 W.Va. 189, 451 S.E.2d 755 (1994). By equal measure, "[a]ppellate review of a partial summary judgment order is the same as that of a summary judgment order, which is de novo." Syl. pt. 1, West Virginia Dep't of Transp., Div. of Highways v. Robertson, 217 W.Va. 497, 618 S.E.2d 506 (2005). Guided by this standard, we proceed to consider the parties' arguments.
The pivotal issue in this case is whether the circuit court erred by ordering the dissolution of the parties' partnerships. In rendering its ruling, the circuit court opined that it need not determine the precise nature of the partnerships at issue herein by denominating them as either mining partnerships or general partnerships insofar as all types of partnerships are governed by and subject to the provisions of the Revised Uniform Partnership Act ("RUPA"), W. Va. Code § 47B-1-1 et seq. Specifically, the circuit court explained that
(Footnote in original). The circuit court additionally observed that
(Emphasis in original; footnote omitted). In its arguments to this Court, Sugar Rock contends that the circuit court erred by refusing to determine the precise type of partnerships at issue herein because such a determination is essential to ascertaining the partners thereof, the resolution of which is a necessary prerequisite to ordering their dissolution. By contrast, the Minority Partners assert that the circuit court committed no error.
In our prior opinion in Valentine, we considered what types of partnerships are subject to the provisions of the RUPA and ultimately determined that the RUPA governs all types of partnerships. Reiterating the language of the Act, we observed that "[t]he West Virginia Legislature adopted RUPA in 1995, and stated that RUPA `governs all partnerships' in existence before, on, or after July 1, 1995. W.Va. Code § 47B-11-4 ." Valentine, 234 W.Va. at 540, 766 S.E.2d at 799 (footnote omitted). Hence, the circuit court was correct in its initial observation that the precise nature of the partnership at hand is immaterial given that RUPA provides essential rules that pertain equally to both mining and general partnerships:
We disagree with the circuit court's conclusion, however, that the nature of the subject partnerships need not be determined as a prerequisite to dissolving the same.
The relief ultimately sought by the Minority Partners is the dissolution of the subject partnerships, and this termination of partnership affairs also is governed by RUPA. Specifically, the Minority Partners have sought to dissolve the partnerships through a judicial determination. Pursuant to W. Va. Code § 47B-8-1(5) (1995) (Repl. Vol. 2015),
However, by the very terms of this statutory language, only a partner may seek judicial dissolution of a partnership.
This condition is problematic given that, without identifying the type of partnerships at issue in this case, we are unable to ascertain the members thereof and, thus, who may seek the partnerships' dissolution. That is, each of the types of partnerships that the circuit court has considered as defining the parties' current business relationship is accompanied by its own unique parameters of partnership status. To be a member of a mining partnership, for example, a partner must produce written documentation of his/her partnership interest. Thus, "[f]or a person to establish an ownership interest in a mining partnership, the Statute of Frauds requires that the person show their interest was created or conveyed by a deed, will, or similar written conveyance." Syl. pt. 5, Valentine v. Sugar Rock, Inc., 234 W.Va. 526, 766 S.E.2d 785.
In this case, the parties have raised genuine issues of material fact that call into question the Minority Partners' status both as members of a mining partnership, because certain of the Minority Partners cannot produce written documentation of their partnership interest, and as members of a general partnership, because many of the Minority Partners claim to have received their partnership interest from a deceased original partner.
Yet, it is axiomatic that, in order for partners to seek dissolution of a partnership, they must first be identified as such. And, before a partnership's partners can be identified, the existence of a partnership, itself, must be found in the first instance. It has been recognized, and we expressly hold, that "an obvious prerequisite to a dissolution of a partnership is its actual existence at the time dissolution is sought." Cross v. O'Heir, 373 Ill.Dec. 541, 993 N.E.2d 1100, 1107 (2013) (internal quotations and citation omitted). Accord Morrow v. McCaa Chevrolet Co., 231 Ark. 497, 501, 330 S.W.2d 722, 724 (1960); Schlossberg v. Corrington, 80 Ill.App.3d 860, 864, 400 N.E.2d 73, 75, 35 Ill.Dec. 936 (1980) (same). A necessary corollary to this principle, and an additional holding herein, is that before a partnership may be dissolved, it is necessary to first ascertain whether the party
Thus, before the subject partnerships may be dissolved, a determination must be made as to (1) the type of partnerships, if any, at issue and (2) the members thereof insofar as partnership status is a prerequisite to seeking a partnership's dissolution. To establish an entitlement to summary judgment, the moving party must demonstrate that he/she is entitled to judgment as a matter of law and that there exists no genuine issue of material fact to preclude judgment in the movant's favor. In other words, "[a] party who moves for summary judgment has the burden of showing that there is no genuine issue of fact and any doubt as to the existence of such issue is resolved against the movant for such judgment." Syl. pt. 6, Aetna Cas. & Sur. Co. v. Federal Ins. Co. of New York, 148 W.Va. 160, 133 S.E.2d 770. This is so because "[t]he question to be decided on a motion for summary judgment is whether there is a genuine issue of fact and not how that issue should be determined." Syl. pt. 5, id.
Syl. pt. 5, Jividen v. Law, 194 W.Va. 705, 461 S.E.2d 451 (1995). Therefore, "[i]f there is no genuine issue as to any material fact summary judgment should be granted but such judgment must be denied if there is a genuine issue as to a material fact." Syl. pt. 4, Aetna, 148 W.Va. 160, 133 S.E.2d 770.
In the case sub judice, before a ruling may be made upon the propriety of the circuit court's dissolution order, two critical factual issues must be determined: (1) the type of partnerships, or other business relationship, involved in this case and (2) the partnerships' members entitled to seek its dissolution. It has been noted that "[t]he burden of proving the existence of the partnership rest[s] with [the] plaintiff[s seeking dissolution,] and if [they] failed to satisfy this requirement[, they] would not be entitled to the other relief sought." Brotherton v. Kissinger, 550 S.W.2d 904, 907 (Mo. Ct. App. 1977) (internal citation omitted). Here, the Minority Partners have failed to present evidence sufficient to resolve either of these factual disputes. Thus, where there remains to be resolved a crucial factual determination, a genuine issue of material fact exists so as to preclude an award of summary judgment. Syl. pt. 3, Painter, 192 W.Va. 189, 451 S.E.2d 755 ("The circuit court's function at the summary judgment stage is not to weigh the evidence and determine the truth of the matter, but is to determine whether there is a genuine issue for trial."). Given that the crucial initial issue of the specific type of partnerships at issue herein has not yet been determined, such that the members thereof permitted to request their dissolution also have not been established, there exist genuine issues of material fact so as to render summary disposition of this case improper. Accordingly, we reverse the circuit court's order granting partial summary judgment to the Minority Partners and ordering the dissolution of the subject partnerships and remand this case for further proceedings consistent with this opinion.
For the foregoing reasons, the January 15, 2015, order of the Circuit Court of Ritchie County is hereby reversed, and the case is remanded for further proceedings consistent with this opinion.
Reversed and Remanded.
Further, the complaint averred that the partnerships each owned various oil and gas leases and had constructed wells to mine said interests.
Childers v. Neely, 47 W.Va. 70, 73-74, 34 S.E. 828, 829 (1899). Accord Blackmarr v. Williamson, 57 W.Va. 249, 253, 50 S.E. 254, 256 (1905) ("[A] mining partnership differs from an ordinary partnership in the fact that no contract between the partners is necessary to create it; that there is no delectus personarum, so that the death of a member or the transfer of his interest does not operate as a dissolution, and that there are no rights of survivorship. Because of the absence of these features, mining partnerships have been said not to be true partnerships, but rather a cross between tenancies in common and partnerships proper." (internal quotations and citation omitted)).