Cadwalader, RUPA and Fiduciary Duty

Abstract

In the summer of 1996, a state trial court applied the Uniform Partnership Act (UPA} to a national law firm's closure of a branch office. In Beasley v. Cadwalader, Wickersham & Taft, the court ordered an old-line Wall Street firm to pay more than $3.5 million in damages and attorneys' fees, including $500,000 in punitive damages, for violating its fiduciary duty by wrongfully expelling a partner in its Palm Beach office. The Cadwalader opinion is disappointing because it does not address the fundamental issue suggested by the facts, which is whether there was a rightful dissolution and reformation of an at-will law partnership. This article will explore that issue and the extent to which situations like Cadwalader are analyzed differently under the Revised Uniform Partnership Act (RUPA).