Estate of Witlin

Defendants, Rio Hondo Associates, an approximately 45-member partnership composed largely of doctors, which owns a successful hospital in Downey, California, and generally those doctors, appeal from a judgment against them entered upon a jury verdict of compensatory damages in the principal sum of $208,869.14 and from an order denying their motion for judgment notwithstanding the verdict. Plaintiff, Elsie E. Witlin, as executrix of the estate of her late husband, Dr. Bernard J. Witlin, cross-appeals from the same judgment insofar as it fails to award her any punitive damages.

The basic issue presented by the appeal is whether appellants, in purchasing Dr. Witlin's interest in the partnership for $65,288.40, violated their fiduciary duty to plaintiff of full disclosure. Under the partnership agreement defendants were obligated to pay to plaintiff the fair market value of Dr. Witlin's partnership interest as determined in good faith by the partnership's management committee. This committee fixed the buy-out price of Dr. Witlin's interest on the basis of a certain executory agreement between the partnership and three doctors entered into in the spring of 1971.…