John, 18 and 17 Years of Age,

¶ … John, 18 and 17 years of age, are best friends during their senior year of High School. Both are going to college and decide to open a lawn care business over the summer to assist in tuition costs. The team sent out flyers to their neighborhood households offering to cut the grass for $20/week. Within a few days they have signed contracts with the Smith and Johnson family to maintain their lawns until September 15. Because of this, the team purchases a new lawn mower on credit from Mower Supply Company. The equipment is purchased in May.

The business is so successful Sam and John acquire more customers and are forced to set up a schedule that requires them to work long hours. Unfortunately, the Johnsons lose their jobs in July and are no longer able to pay Sam and John for lawn services. The team contends, however, that they have a contract and continue to cut the lawn per the contract terms. At the end of the Summer, Sam leaves the lawn mower running while he gets a drink of water at the Smith's home. A neighborhood boy pushes the lawn mower across the Smith's flower bed and through their screened in porch causing damage to the flowerbed and breaking the screen to the porch.

John is so angry when he sees the damage he hits Sam, causing them to make the decision to abandon their partnership. John stops making payments on the mower, telling Mower Supply that he made a big mistake and has no intention of paying the rest of the amount owed. Sam wants to continue servicing the clients, but without a lawn mower is unable to do so.

Overview of the Arguments-

1. Can John legally stop paying his portion of the Mower cost and leave the partnership?

2. Are the Johnson's responsible for the contract completion to September 15th?

3. What liability to Sam and John have regarding the Smith Family?

4. Are Sam and John contractually bound to Mower supply?

5. What legal options does Sam have?

Issue 1- Do John and Sam have a partnership? If so, what are their responsibilities? Are Sam and John contractually bound to Mower supply?

Rule 1 -- Under the Revised Partnership Uniform Act (RUPA) Section 202(a), partnership means, "…the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership." John and Sam have a partnership. Under Section 306 (a) all partners are jointly and severally liable for all obligations of the partnership. Under Section 602 (b), a partner's dissociation is wrongful if: (2-i) the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking.

Applications/Conclusions 1 - Since Sam and John did enter into an arrangement in which business was done, ostensibly for profit, then a partnership was formed. The partnership had a strict timeframe: May through September 15th. Both parties are bound to remain in the partnership and complete duties during that 4.5-month period. We do not know if both partners signed a note with Mower supply. A) If they did, they are both responsible for the debt; B) If they did not, the Court would likely ask if the item was signed for by the individual as the individual, or for the partnership. Sam could easily make the argument that this was for a join use, but the circumstances would be mitigated by the signature on a contract with Mower Supply.

Issue 2- Are the Johnson's legally responsible for completion of their contract?

Rule 3 -- Under the U.C.C. (Uniform Commercial Code -- Article 2, sales), there was a legally binding contract set up between the Johnson's and the Lawn maintenance team. The contact was entered into in good faith between all parties. They therefore have a defendable contract. However, because the Johnson's gave the team notice, and the breach of contract was due to an unforeseen event, there are mitigating circumstances.