Tenn.Ct.App.,2010.
Moran v. Willensky
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
experience with renovating properties. Specifically, Mr. Willensky told Ms. Moran that he had recently renovated a three-unit
apartment building in New Bedford, Massachusetts.
At the time the parties met, Mr. Willensky did not have a job or a residence, but indicated to Ms. Moran that he was interest-
ed in buying an apartment in Nashville. Ms. Moran was interested in purchasing real estate as an investment, and the parties
discussed the idea of forming a partnership to renovate and “flip” a property. The parties’ discussions developed into a con-
crete plan to locate and renovate a house and to share the profits of the sale. Specifically, the parties agreed that Ms. Moran
would finance the project, and that Mr. Willensky would provide the labor to renovate the property. The profits of the sale
were to be calculated based on a reimbursement to Ms. Moran for her entire investment, with any excess over costs being
split between the parties. Although the parties did not reduce their agreement to writing, the existence of a partnership and the
thorized to utilize both the bank account and the credit card that Ms. Moran had set up to fund the project.
During 2004, the parties communicated frequently regarding the progress and expenditures for the project. Ms. Moran had
planned a trip outside the country toward the end of 2004. When the renovations on the project were not completed by that
time, she became worried. Before leaving for her trip, Ms. Moran and Mr. Willensky agreed to modify the renovation plan to
and that Mr. Willensky had exhausted all of the funds she provided for the project, including the additional monies she had
advanced prior to her trip. Mr. Willensky prevailed on Ms. Moran to continue with the project, which he again committed to
complete-this time by the end of February 2005. From this point forward, Ms. Moran testified that it was difficult for her to
get information from Mr. Willensky about expenditures. In order to get the project back on track, Ms. Moran asked Mr. Wil-
lensky to consult with Keith Bailey and Eve Utley, two acquaintances of Ms. Moran’s who had successfully renovated houses
continued to assure Ms. Moran that the end was in sight and kept encouraging her to continue funding the project. By March
of 2005, Ms. Moran told Mr. Willensky that she was running out of money, and that she was unwilling to secure more loans
to complete the project. In response, Mr. Willensky promised to cover any losses, and asked Ms. Moran for permission to put
the Property on the market in an unfinished state. Ms. Moran consented and the Property was listed for sale in April, May,
and early June of 2005. Mr. Willensky continued to live in the Property during this time, allegedly for the purpose of finish-
the account. Specifically, Ms. Moran e-mailed: “when did you [Mr. Willensky] ever tell me about this? Why wasn’t it part of
the original budget? Where do you expect me to get this money? You really need to call me. You know that I called you and
you didn’t pick up.”
On or about June 16, 2005, Mr. Willensky called Ms. Moran to tell her that he had a family emergency that required him to
go to Florida. However, Mr. Willensky assured Ms. Moran that he would return to Tennessee to continue work on the project
as soon as possible. This information was reiterated in a letter from Mr. Willensky to Ms. Moran, which letter she received
on June 16, along with some of the house keys. Mr. Willensky testified that he did not abandon the project, but that Ms. Mo–
ran had fired him and told him to leave the Property. The trial court did not find Mr. Willensky’s testimony on this issue to be
er, $550 for the drywall, $1,744.15 for carpeting, $360 to Waste Industries, $225 for garbage pickup, and $100 for water and
sewer. Ms. Moran also had to pay $190.60 to replace the locks on the Property because Mr. Willensky did not relinquish all
of the keys to her. After he left Tennessee, Mr. Willensky did not inform Ms. Moran of his whereabouts, although he contin-
ued to order work on the Property from a distance. However, Mr. Willensky failed to inform or consult with Ms. Moran con-
cerning his actions. Ms. Moran discovered Ms. Willensky’s actions when workers demanded payment and threatened lawsuits
sought, nor received, any contribution from Mr. Willensky for these costs. In fact, the record reveals that Mr. Willensky nev-
er provided Ms. Moran with bills, checks, or receipts showing any payments he made for the Property, nor did he ask to be
reimbursed for money he allegedly spent. In total, Ms. Moran supplied substantially all of the monies for the renovation of
the Property, which totaled $311,222.65 exclusive of the purchase price.
accountant.
When Mr. Willensky left Tennessee for Florida, he left items bought for the Property in a storage unit, which was rented in
his name alone and for which he held the only key. In fact, the record reveals that Ms. Moran did not know the location or the
contents of the storage unit. The trial court found that Mr. Willensky improperly charged Ms. Moran $575.88 for the cost of
of numbers, purporting to represent the amounts that he had spent on the project. However, neither set of numbers was shown
to Ms. Moran prior to the lawsuit, and the second set of numbers was not produced during discovery. Moreover, Mr. Willen–
sky previously testified in his deposition that he was reimbursed for all amounts he claimed to have spent on the project. The
representation. Ms. Moran asked the court for a declaratory judgment, under Tenn.Code Ann. § 29–14-101 et seq., declaring
that Mr. Willensky had wrongfully dissociated from the partnership, that the partnership be dissolved, and that she receive
expenses necessary for winding up the partnership, including actual damages, attorney’s fees, and expenses.
On January 18, 2007, Mr. Willensky filed his answer, denying the material allegations set out in the Complaint. On January
ment of the project, and $11,000 for monies paid to Mr. Willensky in 2004. In addition, Ms. Moran was awarded $1,697.86
for hotel bills Mr. Willensky had paid with project funds.
On June 13, 2008, Mr. Willensky filed a counter-complaint against Ms. Moran, alleging, inter alia, that Ms. Moran had
breached the partnership agreement. Specifically, Mr. Willensky sought damages for, among other things, breach of contract,
costs, including the purchase price. The court found that Mr. Willensky’s conduct, both before and after leaving for Florida,
constituted a breach of the express provisions of the partnership agreement in that he failed to provide the day–to-day labor,
which ultimately resulted in a wrongful dissociation pursuant to Tenn.Code Ann. § § 61-1-602(b)(1) and 61-1-801(2). The
court went on to find that Mr. Willensky’s negative capital account balance was a debt owed to the partnership, and that Ms.
Moran, as the winding up partner, was entitled to remuneration for reasonable expenditures rendered in that process, includ-
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
experience with renovating properties. Specifically, Mr. Willensky told Ms. Moran that he had recently renovated a three-unit
apartment building in New Bedford, Massachusetts.
At the time the parties met, Mr. Willensky did not have a job or a residence, but indicated to Ms. Moran that he was interest-
ed in buying an apartment in Nashville. Ms. Moran was interested in purchasing real estate as an investment, and the parties
discussed the idea of forming a partnership to renovate and “flip” a property. The parties’ discussions developed into a con-
crete plan to locate and renovate a house and to share the profits of the sale. Specifically, the parties agreed that Ms. Moran
would finance the project, and that Mr. Willensky would provide the labor to renovate the property. The profits of the sale
were to be calculated based on a reimbursement to Ms. Moran for her entire investment, with any excess over costs being
split between the parties. Although the parties did not reduce their agreement to writing, the existence of a partnership and the
thorized to utilize both the bank account and the credit card that Ms. Moran had set up to fund the project.
During 2004, the parties communicated frequently regarding the progress and expenditures for the project. Ms. Moran had
planned a trip outside the country toward the end of 2004. When the renovations on the project were not completed by that
time, she became worried. Before leaving for her trip, Ms. Moran and Mr. Willensky agreed to modify the renovation plan to
and that Mr. Willensky had exhausted all of the funds she provided for the project, including the additional monies she had
advanced prior to her trip. Mr. Willensky prevailed on Ms. Moran to continue with the project, which he again committed to
complete-this time by the end of February 2005. From this point forward, Ms. Moran testified that it was difficult for her to
get information from Mr. Willensky about expenditures. In order to get the project back on track, Ms. Moran asked Mr. Wil-
lensky to consult with Keith Bailey and Eve Utley, two acquaintances of Ms. Moran’s who had successfully renovated houses
continued to assure Ms. Moran that the end was in sight and kept encouraging her to continue funding the project. By March
of 2005, Ms. Moran told Mr. Willensky that she was running out of money, and that she was unwilling to secure more loans
to complete the project. In response, Mr. Willensky promised to cover any losses, and asked Ms. Moran for permission to put
the Property on the market in an unfinished state. Ms. Moran consented and the Property was listed for sale in April, May,
and early June of 2005. Mr. Willensky continued to live in the Property during this time, allegedly for the purpose of finish-
the account. Specifically, Ms. Moran e-mailed: “when did you [Mr. Willensky] ever tell me about this? Why wasn’t it part of
the original budget? Where do you expect me to get this money? You really need to call me. You know that I called you and
you didn’t pick up.”
On or about June 16, 2005, Mr. Willensky called Ms. Moran to tell her that he had a family emergency that required him to
go to Florida. However, Mr. Willensky assured Ms. Moran that he would return to Tennessee to continue work on the project
as soon as possible. This information was reiterated in a letter from Mr. Willensky to Ms. Moran, which letter she received
on June 16, along with some of the house keys. Mr. Willensky testified that he did not abandon the project, but that Ms. Mo–
ran had fired him and told him to leave the Property. The trial court did not find Mr. Willensky’s testimony on this issue to be
er, $550 for the drywall, $1,744.15 for carpeting, $360 to Waste Industries, $225 for garbage pickup, and $100 for water and
sewer. Ms. Moran also had to pay $190.60 to replace the locks on the Property because Mr. Willensky did not relinquish all
of the keys to her. After he left Tennessee, Mr. Willensky did not inform Ms. Moran of his whereabouts, although he contin-
ued to order work on the Property from a distance. However, Mr. Willensky failed to inform or consult with Ms. Moran con-
cerning his actions. Ms. Moran discovered Ms. Willensky’s actions when workers demanded payment and threatened lawsuits
sought, nor received, any contribution from Mr. Willensky for these costs. In fact, the record reveals that Mr. Willensky nev-
er provided Ms. Moran with bills, checks, or receipts showing any payments he made for the Property, nor did he ask to be
reimbursed for money he allegedly spent. In total, Ms. Moran supplied substantially all of the monies for the renovation of
the Property, which totaled $311,222.65 exclusive of the purchase price.
accountant.
When Mr. Willensky left Tennessee for Florida, he left items bought for the Property in a storage unit, which was rented in
his name alone and for which he held the only key. In fact, the record reveals that Ms. Moran did not know the location or the
contents of the storage unit. The trial court found that Mr. Willensky improperly charged Ms. Moran $575.88 for the cost of
of numbers, purporting to represent the amounts that he had spent on the project. However, neither set of numbers was shown
to Ms. Moran prior to the lawsuit, and the second set of numbers was not produced during discovery. Moreover, Mr. Willen–
sky previously testified in his deposition that he was reimbursed for all amounts he claimed to have spent on the project. The
representation. Ms. Moran asked the court for a declaratory judgment, under Tenn.Code Ann. § 29–14-101 et seq., declaring
that Mr. Willensky had wrongfully dissociated from the partnership, that the partnership be dissolved, and that she receive
expenses necessary for winding up the partnership, including actual damages, attorney’s fees, and expenses.
On January 18, 2007, Mr. Willensky filed his answer, denying the material allegations set out in the Complaint. On January
ment of the project, and $11,000 for monies paid to Mr. Willensky in 2004. In addition, Ms. Moran was awarded $1,697.86
for hotel bills Mr. Willensky had paid with project funds.
On June 13, 2008, Mr. Willensky filed a counter-complaint against Ms. Moran, alleging, inter alia, that Ms. Moran had
breached the partnership agreement. Specifically, Mr. Willensky sought damages for, among other things, breach of contract,
costs, including the purchase price. The court found that Mr. Willensky’s conduct, both before and after leaving for Florida,
constituted a breach of the express provisions of the partnership agreement in that he failed to provide the day–to-day labor,
which ultimately resulted in a wrongful dissociation pursuant to Tenn.Code Ann. § § 61-1-602(b)(1) and 61-1-801(2). The
court went on to find that Mr. Willensky’s negative capital account balance was a debt owed to the partnership, and that Ms.
Moran, as the winding up partner, was entitled to remuneration for reasonable expenditures rendered in that process, includ-