## Facts

- Cecilia A. Horne and Steven E. Aune, experienced real-estate investors in a personal relationship, jointly purchased a Gig Harbor residence in July 2002 as tenants in common.
- The $303,500 purchase was treated as an investment; the parties contributed equally to the down payment and obtained joint financing for the remainder.
- Horne, Aune, and Horne’s minor son moved into the home in August 2002; the relationship deteriorated and disputes arose over shared expenses.
- On November 4, 2002, the parties executed a written agreement drafted by Horne stating they were “equal partners” in the property and would share equally in ownership and ongoing costs, funded through a joint account.
- The agreement included a clause providing that if one party were lawfully excluded from the residence (including by restraining order), the party remaining in the residence would be solely responsible for ongoing property expenses.
- After an altercation, Aune left for about a week; during that period Horne obtained a restraining order against him, and he was charged with two counts of assault.
- Horne remained in possession and paid the household and property-related expenses.
- Horne sued to dissolve and wind up the parties’ partnership concerning the property and sought a sale or, alternatively, authority to acquire Aune’s interest.
- The property was appraised at $335,000, with a mortgage balance of roughly $235,000.

## Issues

1. Whether, under Washington’s Revised Uniform Partnership Act (RCW 25.05.330), winding up a partnership requires liquidation of partnership real property through a public sale, or whether a court may authorize a buyout at an adjudicated value.
2. Whether the trial court erred in dismissing Horne’s claims for breach of fiduciary duty, breach of contract, and conversion.
3. Whether the trial court abused its discretion by denying Horne’s motion for a continuance.

## Decision

- The Court of Appeals affirmed.
- RCW 25.05.330 does not require a public sale of partnership property as the exclusive method of liquidation during winding up.
- The trial court acted within its discretion by ordering Horne to purchase Aune’s one-half partnership interest for $50,000 (reflecting one-half of the equity) and requiring Aune to quitclaim his interest to Horne.
- The court affirmed dismissal of Horne’s claims for breach of fiduciary duty, breach of contract, and conversion.
- The court affirmed denial of Horne’s requested continuance as within the trial court’s discretion.

## Legal Principles

- RUPA’s winding-up provision (RCW 25.05.330) permits flexible liquidation methods; it does not mandate liquidation of partnership assets by public sale.
- In dissolving and winding up a partnership, a court may order one partner to acquire partnership real property and compensate the other partner for the value of that partner’s interest.
- Remedies in partnership dissolution and winding up are reviewed for abuse of discretion, including the selection of mechanisms to settle accounts and distribute value.
- Dismissal of ancillary tort/contract claims and denial of a continuance will be upheld absent a showing of legal error or abuse of discretion causing prejudice.

## Conclusion

The court held that partnership winding up under RCW 25.05.330 does not require a public sale of partnership real property and affirmed a decree allowing one partner to buy out the other at a court-determined value, while also affirming dismissal of additional claims and denial of a continuance.


Horne v. Aune, 130 Wn. App. 183, 121 P.3d 1227 (Wash. Ct. App. 2005)