## Facts

- In 1977, Albert and Rose Watkins created a family land trust and partnership agreement to control roughly 450 acres of Illinois farmland and related property held for the family.
- Over time, partnership interests were divided among descendants, and by 2012 the partnership had about 26 partners.
- Many partners asked to be bought out of the partnership, but the partnership did not have enough funds to redeem those interests.
- Martha Palmer and 20 other partners (plaintiffs) began pursuing a sale of the land as a practical way to provide liquidity to the partners who wanted to exit.
- Chris Mellen and Paul Mellen (defendants) opposed the sale.
- Plaintiffs alleged that, as disagreement over the sale grew, the Mellens became verbally abusive and used verbal and physical intimidation toward other partners.
- Plaintiffs also alleged the Mellens refused to attend partnership meetings and refused to communicate with plaintiffs about partnership business.
- Chris Mellen was one of five partnership managers, and certain partnership actions required unanimous manager consent, which plaintiffs claimed allowed Chris’s noncooperation to block major decisions and paralyze management.
- Plaintiffs sued seeking judicial dissolution of the family trust/partnership arrangement and liquidation of the land.
- The circuit court granted plaintiffs summary judgment, ordered dissolution of the partnership, and directed that the land be sold at a court-supervised public auction by a specified auctioneer.
- Defendants appealed, challenging dissolution, the court’s reading of the partnership agreement, the refusal to strike plaintiffs’ affidavits, and the auction/auctioneer order.

## Issues

1. Whether summary judgment ordering judicial dissolution was proper under Illinois’s Uniform Partnership Act (1997) (UPA) because it was not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
2. Whether the dissolution order improperly disregarded or conflicted with provisions of the Watkins family partnership agreement addressing governance and continuation of the venture.
3. Whether the trial court erred by refusing to strike plaintiffs’ affidavits offered in support of summary judgment.
4. Whether the trial court exceeded its authority or abused its discretion in ordering a judicially supervised public auction and naming a particular auctioneer as part of winding up.

## Decision

- The appellate court affirmed the judgment.
- The court held that dissolution was authorized under the UPA because the undisputed record showed extreme dissension and noncooperation that made continued operation in line with the agreement not reasonably practicable.
- The court rejected defendants’ argument that the partnership agreement barred or limited dissolution, reasoning that the agreement’s governance provisions did not prevent statutory judicial dissolution where the statutory standard was met.
- The court upheld the denial of the motion to strike, concluding the affidavits were acceptable summary-judgment materials and supported the facts relied upon by the trial court.
- The court affirmed the winding-up directions, including a court-supervised public auction conducted by a named auctioneer, as within the trial court’s authority in dissolving and liquidating partnership property.

## Legal Principles

- Under Illinois’s UPA (1997), a court may order judicial dissolution when it is not reasonably practicable to carry on the partnership business in conformity with the partnership agreement (often shown by sustained dysfunction, deadlock, or a breakdown in working relations that blocks required decisionmaking).
- A manager’s refusal to participate, combined with decision rules requiring unanimity for key actions, can support a finding that the partnership cannot function as agreed.
- Partnership-agreement provisions on governance and continuation do not prevent a court from applying statutory dissolution remedies when the statutory grounds are established.
- On summary judgment, affidavits may be considered if they are based on personal knowledge and set out facts that would be admissible; a motion to strike fails where the affidavits provide competent factual support and do not create a genuine factual dispute.
- After dissolution, the trial court has broad authority to supervise winding up and liquidation of partnership assets, including ordering a public sale and appointing a professional auctioneer to conduct the sale where conflict among partners makes supervision appropriate.

## Conclusion

*Palmer v. Mellen* affirmed summary judgment dissolving a multi-owner family land partnership after the record showed severe internal conflict, refusal to communicate or participate in management, and decisionmaking paralysis, making it not reasonably practicable to continue the partnership in line with the agreement; the court also upheld the trial court’s reliance on plaintiffs’ affidavits and its order requiring a court-supervised public auction by a designated auctioneer to liquidate the land.


Palmer v. Mellen, 74 N.E.3d 1034 (2017)