## Facts

- A Baltimore law partnership dissolved in October 1972 after operating under a written partnership agreement that set fixed percentage interests for profits and losses.
- After dissolution, Murray I. Resnick (a former partner) left to practice separately, while the remaining partners (the Kaplan group) continued together.
- Resnick continued handling about 150 matters that were firm business before dissolution and later collected approximately $385,160 in fees.
- The Kaplan group handled roughly 600 matters and collected approximately $842,962 in fees.
- The partnership agreement did not specify how to allocate fees collected after dissolution for matters that were pending as of dissolution.
- The Kaplan group sued Resnick for an accounting, disputing how post-dissolution receipts from pre-dissolution matters should be divided.

## Issues

1. Whether fees collected after dissolution from matters that were partnership business at dissolution must be allocated by the partners’ profit-and-loss percentage interests, rather than by each partner’s post-dissolution time and effort on those matters.
2. Whether a partner is entitled to additional compensation for post-dissolution services performed in winding up partnership business absent an express agreement.
3. Whether partial summary judgment was proper on the allocation method and resulting amounts.

## Decision

- The court held that fees received after dissolution on matters that were partnership business at dissolution are winding-up assets of the dissolved partnership.
- Those fees must be allocated among the former partners according to their percentage interests under the partnership agreement, absent a contrary agreement.
- A partner is not entitled to extra compensation for services rendered in winding up partnership business unless the partners agreed otherwise.
- The grant of partial summary judgment for the Kaplan group was affirmed with a modification reducing the award from $207,871.94 to $200,728.04.
- Partial summary judgment in favor of Resnick for $29,861.56 was left undisturbed.

## Legal Principles

- Unfinished business of a dissolved partnership, including fees later collected on matters pending at dissolution, is partnership property to be distributed in winding up.
- Where a partnership agreement specifies profit-and-loss percentages but is silent on post-dissolution allocation of unfinished business receipts, the default allocation follows those percentages.
- Under the Uniform Partnership Act, partners generally receive no additional compensation for winding-up services absent an agreement providing for such compensation.
- Partners’ fiduciary duties, including the duty to provide a faithful accounting for partnership receipts, continue during the winding-up period.
- Claims of estoppel based on the parties’ mistaken understandings do not override statutory winding-up rules and the partnership’s agreed profit-and-loss allocations.

## Conclusion

The court treated post-dissolution fees from pre-dissolution client matters as winding-up proceeds of the dissolved partnership and required distribution according to the partners’ contractual profit shares, rejecting any extra compensation based on post-dissolution effort and affirming partial summary judgment as modified.


Resnick v. Kaplan, 434 A.2d 582 (Md. Ct. Spec. App. 1981)