Wash. Court of Appeals published opinion — 323820.opn.pdf

Citation: Wash. Court of Appeals published opinion — 323820.opn.pdf
Jurisdiction: Washington (state)
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~ DeFelice v. Emp't Sec. Dep't
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• No. 32382-0-111- dissent
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~l First, and as with profits, a sharing of losses is not required by chapter RCW
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25.05. See RCW 25.05.015(1) (with respect to most matters, "relations among the
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partners and between the partners and the partnership are governed by the partnership

agreement"); UNIF. P'SHIP ACT (1997) § 401 cmt. 3, 6 pt. 1 U.L.A. 134 (2001) ("If

I partners agree to share profits other than equally, losses will be shared similarly to
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profits, absent agreement to do otherwise .... Of course, by agreement, they may share

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:1 losses on an entirely different basis from profits.").
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I! Washington cases have long supported partners' flexibility when it comes to

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sharing losses. In two decisions involving the same partnership accounting, the

Washington Supreme Court reversed and remanded the accounting because the trial court

I! failed to determine the partners' understanding as to how losses were to be borne. In the

I first, Richert v. Handly, 50 Wn.2d 356, 361-62, 311 P.2d 417 (1957), the Supreme Court

recognized that the partners could, but need not, agree to share losses equally; it

remanded because the trial court's findings were inconsistent as to what the partners in

that case had agreed to do. In the second, Richert v. Handly, 53 Wn.2d 121,.123,330

P.2d 1079 (1958), the Supreme Court held that since the trial court found upon remand

that the parties never agreed upon the basis on which losses would be shared, then the

court could not simply leave the parties where it found them; it was required to apply the

default provisions of the former UPA. See also Dow v. Dempsey, 21 Wash. 86, 93, 57 P.