Overland

Facts The following factual summary is taken from the trial court’s statement of decision. Appellant and respondent both adopt the trial court’s recitation of facts in their appellate briefs. Overland Borenstein Scheper & Kim LLP (OBSK) was a limited liability law partnership that formed on March 15, 2004. The partners were Mark Overland, Mark Borenstein, David Scheper, and Diann Kim. Each was a general (or, “equity”) partner of

OBSK.

OBSK never had a written partnership agreement or a comprehensive oral partnership agreement. The partners made decisions by consensus, with each partner having an equal say. OBSK did not require capital contributions by the partners and did not accumulate working capital from year to year. Fees and other revenue were used to pay expenses, salaries, and a fixed draw to the partners. The firm’s only property was the equipment, furniture, and supplies necessary for its operations. None of the partners thought about partnership capital, equity, ownership shares, or any aspect of their shares of the partnership assets. The predominate asset of the partnership was profit. Profits were distributed to each partner at the end of every calendar year. Some…