## Facts

- Thomas E. Zaremba and Harvey Lavan Cliburn, Jr. lived together for years as same-sex domestic partners.
- Zaremba alleged that, beginning when they cohabited, he agreed (orally or impliedly) to perform household and personal-management services (e.g., shopping, paying bills, drafting checks, dealing with accountants and real estate agents) in exchange for a share of Cliburn’s income.
- Zaremba pleaded that the parties formed a “partnership” under which assets acquired and income earned during the relationship were “community property” regardless of title.
- After the relationship ended, Zaremba alleged Cliburn dissolved the partnership without providing Zaremba any assets or income.
- Zaremba sued for, among other things, an accounting, constructive trust, breach of contract, breach of fiduciary duty, fraud, quantum meruit/unjust enrichment, and intentional infliction of emotional distress.
- Cliburn filed special exceptions asserting the pleadings failed to allege an enforceable business partnership, sought spousal/community-property-type relief unavailable to unmarried partners, and failed to state viable quasi-contract and tort claims (also raising limitations).
- The trial court sustained the special exceptions, offered an opportunity to replead, and dismissed with prejudice after Zaremba stood on his petition.

## Issues

1. Whether the petition alleged an enforceable agreement or business partnership distinct from a domestic cohabitation relationship and thus capable of supporting contract and partnership remedies.
2. Whether claims seeking “community-property-like” treatment of assets and income between unmarried cohabitants stated a legally cognizable basis for relief under Texas law at the time.
3. Whether quantum meruit/unjust enrichment and related tort or fiduciary-duty claims were adequately pleaded or necessarily failed as derivative of the alleged domestic arrangement.

## Decision

- The court of appeals affirmed the dismissal with prejudice.
- The court held the pleaded “partnership” was not alleged as a genuine business partnership with independent consideration, but as a domestic arrangement tied to cohabitation and the parties’ sexual relationship.
- Because no enforceable business partnership or cognizable marital/community-property-type interest was pleaded, the derivative contract, equitable, and tort-based claims failed to state a claim.
- The court found dismissal with prejudice procedurally proper because Zaremba declined to amend after special exceptions were sustained.

## Legal Principles

- Unmarried cohabitants may enter enforceable contracts or business partnerships only if the agreement is supported by consideration independent of the parties’ domestic and sexual relationship and is pleaded as a distinct business arrangement.
- Labeling a domestic arrangement a “partnership” does not create enforceable partnership or community-property-type rights absent allegations showing a true business enterprise and legally recognized property interests.
- For household services performed within a shared household, courts generally do not infer an expectation of reasonable compensation sufficient to support quantum meruit or unjust enrichment without a clearly pleaded, non-domestic basis for payment.
- When a plaintiff elects to stand on pleadings after special exceptions are sustained, dismissal with prejudice is appropriate if the pleadings, as a matter of law, do not state a claim.

## Conclusion

The court affirmed dismissal because the petition described a domestic cohabitation arrangement—household services exchanged for a share of income and “community property” treatment—rather than an independently supported business partnership or other legally cognizable basis for relief, and the plaintiff declined to replead after special exceptions were sustained.


Zaremba v. Cliburn, 949 S.W.2d 822 (Tex. App.—Fort Worth 1997, writ denied)