Longanecker

In this contract action and cross-complaint for rescission stemming from a partnership agreement that went sour, the trial court, after an 18-day court trial, made a series of rulings against the plaintiff. Judgment was entered for the defendant and cross-complainant for rescission, restitution, dissolution of the partnership and attorney’s fees. Plaintiff and cross-defendants appeal.

The Parties

The plaintiff is Neptune Society Corporation, a California corporation, which sued L. Calvin Longanecker, his wife and Leneta Corporation, a California corporation formed by Longanecker in 1977. Longanecker and Leneta filed a cross-complaint against Neptune Society Corporation; Proteus, Inc. (Proteus), a Delaware corporation; Charles H. Denning, Jr., and Barbara H. Denning. Proteus was added as a party plaintiff at the conclusion of the trial.

Facts and Procedural Background

On August 3, 1974, Longanecker and his former wife Neta entered into an “Agreement of Limited Partnership” with Proteus, doing business as Neptune Society. Charles H. Denning, Jr., was the purported president of Proteus and was the promoter and negotiator for the partnership agreement on behalf of…