Concurring.
I agree with Judge Fuentes that the events relied upon did not cause a dissolution of the partnership. I write separately merely to note that my agreement with the result we reach — by way of a complex path — is based not only on the statutes and case law, but also on the context presented to us and the facts of this case, as well as the further support I find in the applicable provisions of the partnership agreement at issue.
Surprisingly, there is a paucity of case law on the issue of when a dissolution occurs as a matter of law. None of the cases we rely upon have answered- the precise question before us. I fear that the lack of direction from the case law makes the analysis seem a bit torturous, but I think that it becomes somewhat smoother when the facts, especially the agreement itself, are considered.
The task actually presented to the District Court, and to us, is the construction of the parties’ agreement. It seems clear that the parties’ intention, as reflected in the language they chose and in their conduct, compels the result we reach. See McClimans v. Barrett, 276 Pa.Super. 557, 419 A.2d 598, 600 (1980) (“A partnership agreement as a contract must be interpreted in accordance with the intent of the parties.... ”). For one thing, the parties’ agreement gives the other party, in the event of “dissolution by withdrawal or other act of one partner,” the ability to “continue the Partnership business” by purchasing the other’s interest. This anticipates an act of dissolution that would result in a winding up or discontinuance of the business. Here, there is no hint that either of the events asserted impacted the continued existence of the partnership or its business. And, after each of the relevant events, the parties themselves demonstrated an intent that the partnership continue as an ongoing entity, with Victor himself listing his partnership interest as an asset in his bankruptcy proceeding and tax returns’ having been filed listing both Victor and Leah as partners.
Accordingly, I agree with Judge Fuentes that a triggering “dissolution” did not occur here.