## Facts

- Robert Lucien and William Dupree entered into a partnership agreement.
- The agreement appointed Dupree as the partnership’s managing partner and granted him authority to act for the partnership.
- The partnership acquired real estate that consisted of 67 lots.
- The partnership failed to pay property taxes on the lots, and the lots were sold at tax sales (tax-deed sales).
- Sapphire Land Company, LLC acquired some of the lots through the tax-sale process.
- After acquiring lots at tax sale, Sapphire sought a quitclaim deed from Dupree in his capacity as managing partner.
- By the time Sapphire requested the quitclaim, the partnership had dissolved.
- Dupree told Sapphire that he believed the partnership no longer owned any interest in the lots but executed the quitclaim deed anyway in exchange for $1,000.
- Lucien sued Dupree and Sapphire, claiming the conveyance was fraudulent because the partnership had dissolved and Dupree allegedly lacked authority to act for it.
- Lucien also claimed the $1,000 payment was grossly inadequate for the land’s value, making the transaction a “donation in disguise.”
- The trial court granted summary judgment in Dupree’s favor, and Lucien appealed.

## Issues

1. Did Lucien present sufficient evidence to create a genuine dispute of material fact that, because the partnership had dissolved, Dupree lacked authority to execute a quitclaim deed on the partnership’s behalf?
2. Did Lucien present sufficient evidence that the partnership retained a valuable interest in the lots after the tax sales such that the $1,000 consideration could support claims of fraud or a disguised donation?

## Decision

- The appellate court affirmed the trial court’s summary judgment in favor of Dupree.
- The court held that Lucien failed to produce evidence creating a triable fact question that Dupree’s execution of a quitclaim was unauthorized merely because the partnership had dissolved.
- The court also concluded that Lucien did not produce competent evidence that the partnership still held a valuable interest in the lots after the tax sales that would make the $1,000 payment actionable as fraud or a disguised donation.
- Because Lucien could not show an actionable transfer of a valuable partnership interest or resulting damages on the summary-judgment record, his claims based on lack of authority and inadequate consideration could not proceed.

## Legal Principles

- Summary judgment is proper when the mover shows no genuine dispute of material fact and the opposing party fails to produce evidence sufficient to establish an essential element of its claims.
- A managing partner’s authority is determined by the partnership agreement and applicable law; dissolution does not automatically bar all acts taken in the partnership’s name, particularly where the challenged act relates to resolving or clearing interests tied to partnership property.
- A quitclaim deed conveys only whatever interest the grantor (or the represented entity) may have; a party challenging such a conveyance must support claims with evidence that a real, transferable interest existed at the time of the deed.
- Claims that a conveyance is a disguised donation or fraudulent based on inadequate consideration require proof that the conveyed interest had value and that the transaction meets the legal requirements for the asserted theory of relief.

## Conclusion

The court affirmed summary judgment for Dupree because Lucien did not produce evidence showing that dissolution stripped Dupree of authority to execute the quitclaim or that the partnership retained a valuable, transferable interest in the lots after the tax sales that could support claims of fraud or a donation in disguise.


Lucien v. Dupree, 185 So. 3d 107 (2016)