## Facts

- In 1988, John Hynansky and Albert Vietri undertook a joint business venture to purchase and develop a parcel of land.
- At the closing on the property purchase, Hynansky and Vietri signed a document labeled “Partnership Agreement” that purported to create a partnership named “JHV Associates.”
- The agreement identified Hynansky and Vietri as the partnership’s two partners, stated the partnership was formed under the Delaware Uniform Partnership Law, and provided for separate capital accounts for each partner.
- After the purchase, the parties were unable to develop the property as planned because of zoning problems.
- In 1994, the property was sold at a substantial loss.
- Hynansky sued Vietri seeking (i) Vietri’s unpaid initial capital contribution and (ii) Vietri’s pro rata share of the venture’s losses.
- Vietri contended he did not intend to form a partnership and did not know that a partnership was being formed when he signed the agreement.
- Vietri asserted he did not read the agreement and claimed he was misled by his attorney into believing the parties were creating a limited-liability entity.
- Vietri also asserted he did not think he would become an equity participant unless and until the parcel was successfully rezoned.
- Vietri pointed to alleged later conduct by Hynansky, including treating the entity’s assets as his own for tax purposes and referring to the entity elsewhere as a corporation.
- Hynansky moved for summary judgment.

## Issues

1. Whether a partnership was formed as a matter of law based on the signed “Partnership Agreement,” notwithstanding Vietri’s claim that he did not read it and lacked intent to create a partnership.
2. Whether, if the partnership existed, Vietri was obligated to pay the initial capital contribution stated in the agreement and bear his pro rata share of the partnership’s losses.
3. Whether Vietri’s asserted misunderstanding, attorney statements, and the parties’ later tax or labeling conduct created a genuine dispute of material fact that barred summary judgment.

## Decision

- The court granted Hynansky’s motion for summary judgment.
- The court held that the signed “Partnership Agreement” objectively manifested the parties’ formation of a partnership under Delaware law, despite Vietri’s claimed lack of intent and failure to read the agreement.
- The court held Vietri liable for the unpaid initial capital contribution specified in the agreement and for his pro rata share of the partnership’s losses.
- The court rejected Vietri’s reliance on alleged later inconsistent characterizations (such as tax treatment or calling the venture a “corporation”) as insufficient to negate the binding effect of the written partnership agreement on formation and basic partner obligations.

## Legal Principles

- Partnership formation turns on objective manifestations of assent; a signed, unambiguous agreement establishing a partnership is strong evidence of formation.
- A party who signs a clear written agreement is generally bound by its terms even if the party did not read the document or later asserts a different, undisclosed intent.
- Alleged attorney misstatements or a signer’s unilateral misunderstanding do not avoid a contract’s legal effect absent a legally recognized basis to invalidate assent.
- Where a partnership agreement specifies capital contributions and contemplates sharing in the venture’s economic results, a partner may be required to pay the promised contribution and bear the partner’s share of losses.
- Summary judgment is appropriate when the material facts concerning the existence and terms of the written agreement are not genuinely disputed and the opposing party’s defenses rest on subjective intent rather than admissible facts that would change the legal outcome.

## Conclusion

The Court of Chancery held that Hynansky and Vietri formed a partnership by signing a written “Partnership Agreement” creating JHV Associates under Delaware law, and that Vietri could not avoid the agreement’s consequences by claiming he did not read it, lacked intent, or believed a different entity would be used. Because the agreement objectively established the partnership and its basic economic commitments, the court granted summary judgment for Hynansky and required Vietri to pay the stated initial capital contribution and his pro rata share of the venture’s losses.


Hynansky v. Vietri, 2003 WL 21976031 (2003)