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Business Associations Keyed to Bainbridge
Southex Exhibitions, Inc. v. Rhode Island Builders Association, Inc.
Citation:
279 F.3d 94 (1st Cir.2002)Facts
In 1974, RIBA’s executive director, Ross Dagata, decided to enter into an agreement with Sherman Exposition Management, Inc. for future productions of the RIBA home shows at the Civic Center. The preamble in the 1974 Agreement announced that “RIBA wishes to participate in such shows as sponsors and partners.” RIBA further agreed to sponsor and endorse only shows produced by SEM. Manual Sherman, SEM’s president, informed RIBA’s Ross Dagata that he wanted no ownership of the show, because he was uncertain about the financial prospects for home shows. In 1994, Southex acquired SEM’s interest under the 1974 Agreement. Southex commenced this suit against RIBA to enjoin it 2000 home show, alleging that the 1974 Agreement established a partnership between RIBA and Southex’s predecessor-in-interest and that RIBA breached its fiduciary duties to its co-partner, Southex, by its wrongful dissolution of their partnership.
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