This case involved a dispute between a purported business partner who brought an action against his other partner and her two business for Declaratory Judgment that they had a partnership or joint venture.  The purported partner alleged a breach of fiduciary duty and breach of the Partnership Agreement.  The Civil District Court entered a Judgment on a Jury Verdict finding a breach of fiduciary duty and a breach of a partnership and/or joint venture agreement and awarded damages.

On appeal, the Fourth Circuit affirmed finding that the limited liability company and its corporate successor could be held liable to the owner's partner for the owner's breach of fiduciary duty while running the business as a partnership even it was not a member, officer, or shareholder in either company.