## Facts

- Francis and William Holman were partners in a law firm that had a significant attorney–client relationship with Boeing.
- The firm’s partnership agreement created a 10-member executive committee with broad management authority, including authority to expel partners by majority vote.
- The expulsion provision contained no express requirement of cause, written reasons, notice, or an opportunity to be heard.
- Disputes arose between the Holmans and other firm leaders, including conflicts tied to the Boeing relationship and Francis Holman’s political activities.
- After an informal meeting among some committee members, seven of ten executive committee members voted to expel the Holmans pursuant to the partnership agreement.
- The Holmans were expelled without advance notice, stated cause, or a hearing.
- The Holmans sued the remaining partners for breach of the partnership agreement, breach of fiduciary duty, and conspiracy, and sued Boeing and certain executives for tortious interference and conspiracy.
- The trial court dismissed all claims at the close of the Holmans’ evidence; the Holmans appealed.

## Issues

1. Whether an unambiguous partnership expulsion clause may be judicially supplemented with requirements of cause, notice, reasons, or a hearing.
2. Whether partners’ fiduciary duties require cause or procedural protections for expulsion when the partnership agreement does not.
3. Whether a client’s complaints to a law firm about an attorney can constitute intentional interference with the attorney’s partnership contract.
4. Whether internal management rules applied to an informal conference preceding a formal executive committee vote.
5. Whether the Holmans presented sufficient evidence of breach, conspiracy, or tortious interference to reach a jury.

## Decision

- The appellate court affirmed dismissal for all defendants.
- The partnership agreement’s expulsion clause was complete and unambiguous and permitted expulsion by majority executive committee vote without cause, notice, reasons, or hearing.
- The court refused to import “due process” concepts into a private partnership contract that did not include them.
- Exercising the contractual expulsion power as written was not, by itself, a breach of partners’ fiduciary duty.
- Boeing’s complaints were permissible client protests to protect the attorney–client relationship and did not amount to tortious interference on the proof offered.
- The Holmans’ evidence of conspiracy and wrongful conduct was deemed speculative and insufficient as a matter of law.

## Legal Principles

- When a partnership agreement, taken as a whole, is complete, clear, and unambiguous, courts enforce it as written and do not add terms by construction.
- “Due process” type requirements (cause, notice, hearing) are not implied into a private expulsion clause that omits them.
- Partners owe fiduciary duties of good faith regarding partnership business and property rights, but those duties do not override an unambiguous contractual allocation of expulsion authority.
- Every partner is responsible for partnership acts even if management functions are delegated to a committee.
- Internal procedural rules governing managerial action do not necessarily apply to informal conferences where no binding commitment is made.
- Intentional interference with a known contractual relationship requires more than client dissatisfaction; a client may complain to protect its relationship with counsel absent wrongful means or malice.
- Claims for conspiracy or interference must rest on substantial evidence; suspicion or speculation is insufficient to avoid dismissal.

## Conclusion

The court enforced the partnership agreement’s plain expulsion terms, declined to imply procedural protections or a cause requirement, held that fiduciary-duty theories could not rewrite the contract, and found insufficient evidence that the client’s complaints or any alleged conspiracy constituted tortious interference or other actionable wrongdoing.


Holman v. Coie, 522 P.2d 515 (Wash. Ct. App. 1974)