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IVAN | | ! | | | IN THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA FILED IN THE DISTRICT
i OKLAHOMA COUNTY, ona
IN THE MATTER OF ESTATE OF __)
) NO. PB-2007-75 MAY 3 0 2007
RONALD S. HEFNER, )
DECEASED )
OBJECTION TO MOTION TO DISMISS BRIAN BRADLEY’S COMBINED OBJECTION
TO WAIVER OF INVENTORY AND OBJECTION TO WAIVER OF BOND
COMES NOW, Brian Bradley (“Bradley”), the surviving general partner of Ronald Hefner
(“Hefner”), and/or a creditor of the Estate, and offers his Objection to Motion to Dismiss Brian
Bradley’s Combined Objection to Waiver of Inventory and Objection to Waiver Bond. In support
of the same, Bradley shows the Court as follows:
BRIEF IN SUPPORT
L BRADLEY AND HEFNER FORMED A PARTNERSHIP
A. According to Oklahoma Case Law Bradley and Hefner Fulfilled Every
Essential Element for the Formation of a Partnership.
The Personal Representative concludes in her Motion that Bradley and Hefner were not
partners by attempting to strictly apply Oklahoma Statute without reference to relevant
precedent. On the other hand, when Oklahoma Courts have been tasked to define what makes a
partnership, they utilized Oklahoma partnership statutes and created the three essential elements
as outlined in Bradley’s Combined Objection to Waiver of Inventory and Waiver of Bond
(hereinafter “Bradley’s Objection”). The Personal Representative neglects to address the
applicability of the elements recited in Dowdy v. Clausewitz, 361 P.2d 288, (Okla. 1961) as they
are clearly relevant in this matter and were discussed in Bradley’s Objection. The Dowdy
elements regarding the formation of a partnership are (1) intent to form the same, (2) general
participation in both profits and losses and (3) such community of interest as far as third personsare concerned, as enables each party to make contracts, manage businesses, and dispose of
property. Dowdy v. Clausewitz, 361 P.2d 288, (Okla. 1961). Further, “an undertaking by two or
more persons to combine their property or labor in the conduct of a particular line or general
business, for joint profit, creates the status of a partnership.” O.K. Boiler and Welding, Co. v.
Minnetonka Lumber Co., 229 P. 1045, 1047 (Okla. 1924). Applying these standards of
Oklahoma Law to the relationship between Hefner and Bradley it is clear that through their
actions they formed a partnership.
The issue of the existence of a partnership will be determined by Judge Bryan C. Dixon
in Bryan Bradley v. The Personal Representatives of the Estate of Ronald W. Hefner, Oklahoma
County District Court Case No. CJ-07-4317 filed on May 18, 2007. Bradley has filed a petition
for dissolution of the partnership and its assets.
1. Bradley and Hefner Intended to be Partners
“Every partnership rests on the mutual consent of the members. Karrick vy. Hannaman,
168 U.S. 328, 18 S. Ct. 135, 42 L.Ed. 484, As were recited in Bradley’s Objection, there are
many facts in this matter which tend to show that Bradley and Hefner intended to be partners.
Without rehashing them, at all times it was clear that Bradley and Hefner intended to be partners.
2. Bradley and Hefner Participated in Both the Profits and Losses of Their
Partnership.
Many of the facts earlier outlined clearly demonstrate that Bradley and Hefier
participated in both the profits and losses of their partnership. The partnership enjoyed the
profits and benefits from Bradley’s job. The partnership enjoyed the benefits of the windfall
inheritance Hefner received upon the death of his father by purchasing the Residence where both
lived and that both maintained and by purchasing the Houseboat that both maintained and
2
NARCO Cliemts\Bradley, Brian\Objection to Motion to dismiss.docenjoyed. As was discussed previously in Bradley’s Objection, both parties were responsible for
the debts and expenses of the partnership and both took actions to see those debts and expenses
satisfied. Finally, as also discussed in Bradley’s Objection and was in no way addressed by the
Personal Representative in her Motion, the single greatest debt incurred by the partnership,
Hefner’s medical expense which totaled approximately $575,000.00 was born by the health
insurance brought to the partnership solely by the actions of Bradley. It is clear that whatever
befell this partnership during its sixteen year existence, be it financial windfall or extraordinary
medical expenses, the partners participated in jointly.
3. Hefner and Bradley had a Unity of Interest as Far as Third Persons Where
Concerned.
As shown, Hefner and Bradley at all times represented themselves as partners to
everyone. These partners had a unity of interest in that they shared both the incomes and
expenses of their partnership. The partnership was known and in the open and third parties acted
as such regarding it. Numerous examples are given of this in Bradley’s Objection.
Given the unity of these three elements, it is clear that a partnership existed between
Hefner and Bradley. The Personal Representative’s arguments to the contrary are unfounded and
not supported by Oklahoma law. Hefner and Bradley, created the partnership, participated in it
and were benefited by it. There relationship was a partnership.
B. The Personal Representative’s Entire Argument is Based on Her Presumed
Definition of “Business.” This has no basis in Oklahoma Law.
As stated, the Personal Representative neglected to address the fact that the application of
Oklahoma Law as stated in Dowdy to this matter clearly yields that a partnership existed between
Bradley and Hefner. Despite this clear application of Oklahoma Law, the Personal
3
NARCO Clients\Bradley, Brian\Objection to Motion to dismiss. docRepresentative would have the Court apply a strict definition of “business” in order to find that a
partnership existed. The Personal Representative has offered no authority for use of this limited
definition of the word “business,” but merely assumes that because Hefner and Bradley did not
“sell” anything together or offer any “services” then a partnership could not have been formed.
Merriam Webster defines “business” as “dealings or transactions especially of an economic
nature.” See Merriam Webster. As has been shown, Hefner and Bradley acted and intended to
act as partners in virtually all of their “dealing or transactions” be they expenses for their home,
health insurance for both or simply enjoyment. Further, both Bradley and Hefner profited from
their partnership. They were partners under any definition.
Cc There is a Dearth of Partnership Property
The Personal Representative attempts to argue that no partnership can exist if there is no
partnership property. The legal validity of this unsupported conclusion is tenuous at best.
Regardless, there was a dearth of partnership property at the time of Hefner’s death.
“In determining whether particular realty is partnership property or is individual property
of the partners, effect should be given to the intent of the partners as disclosed cither by their
conduct or their agreement express or implied.” McMurtray v. Hamilton, 132 P.2d. 335 (Okla.
1943) (emphasis added). As was illustrated in Bradley’s Objection, at all times Hefner and
Bradley treated all they owned as partnership property. Further, by implication, what was
contributed into the partnership, be it Bradley’s steady income and health insurance for both or
Hefner’s financial windfall, were partnership assets. They jointly acquired utilized and
maintained property for the benefit of the partnership with their jointly acquired partnership
assets. This property, acquired with partnership assets and maintained by partnership assets was
NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docproperty of the partnership that they created. This property would include the Residence. While
it was purchased in Hefner’s name, it was purchased and maintained with partnership assets.
The Personal Representative, in arguing the point that no partnership property exists, purports to
cite 54 Okla. Stat. § 1-204. However, 54 Okla. Stat. § 1-204 (C) states: Property is presumed to
be partnership property if purchased with parmership assets, even if not acquired in the name of
the partnership or one or more of the partners with an indication in the instrument transferring
title to the property of the person’s capacity as a partner or of the existence of the partnership. 54
Okla. Stat. § 1-204 (c) (emphasis added). All property or a substantial portion including the
Residence and the Houseboat, that the Personal Representative claims is part of Hefner’s estate
was purchased with partnership assets and is therefore presumed to be partnership property as a
matter of Oklahoma law.
Il. IF FOUND NOT TO BE PARTNER, BRADLEY IS A CREDITOR OF THE
ESTATE AND HAD FILED HIS CREDITOR’S CLAIM.
The Personal Representative’s sole basis for her position that Bradley is not be a creditor
of the estate is because she “knows of no basis for Bradley to be a creditor of Hefner.” The
Personal Representative chose not to argue the legal validity of this basis, but simply presumes
that the law will conform to the extent of her knowledge. However, this is not the case. As has
been shown, during the time of Hefner and Bradley’s partnership, Bradley paid a majority of the
partnership expenses including the premiums for Hefner’s health insurance which proved very
valuable, saving Hefner approximately $575,000.00 which has kept his Estate solvent. Further,
during the years of 1992 until Hefner’s death in 2006, Bradley was essentially the only source of
steady income for the partnership. In light of the same, Bradley has made his creditor’s claim in
the amount of $105,851.24, one half of the expense for which Bradley paid during that time
4
NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docperiod. Should it be found that a partnership did not exist, Bradley is the definition of a creditor.
As such, Bradley has filed his creditor’s claim in the amount of $105,851.24 herewith this
objection.
The Personal Representative suggests that Bradley owes money to the Estate or appears
to be debtor, based on the foregoing. One can see how preposterous that argument is and further
casts doubt on all arguments the Personal Representative is making. In reality, but for Bradley’s
actions the Personal Representative would have no Estate to administer or it would be de
minimus. Bradley's contribution to the partnership allowed the partnership to purchase the
Residence, the Houseboat and myriad other property which the Personal Representative now
claims for the Estate in toto. Bradley owes the Estate nothing, whereas the Estate owes its
existence to Bradley.
Finally, Bradley is a “creditor having filed claim” against the estate. Therefore, pursuant
to 58 Okla. Stat. § 281 this Court must order the personal representative to submit an inventory
and appraisement of the Estate as to allow Bradley to determine both what partnership assets the
Personal Representative claims are assets of the Estate and also the assets of the Estate against
which Bradley can have his creditor’s claim fulfilled.
Il. GIVEN THAT BRADLEY IS A SURVIVING GENERAL PARTNER AND/OR A
CREDITOR OF THE HEFNER’S ESTATE, HE IS AN INTERESTED PARTY HEREIN
ENTITLED TO NOTICE AND THE RIGHT TO DEMAND THAT THE PERSONAL
REPRESENTATIVE PROVIDE BOTH AN INVENTORY AND BOND,
It is clear that Bradley is an interested party in this matter and therefore has standing to
take all actions he has taken and was entitled to notice. As has been clearly shown, Bradley is
the surviving general partner of he and Hefner’s partnership. Bradley is also, by virtue of his
creditor’s claim, a creditor of Hefner’s estate entitled to the contributions he made during the
6
NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docpartnership’s sixteen year existence. Perhaps more importantly, he is in possession of the
partnership property, which is his right as surviving general partner, and has been subjected to
the Personal Representative’s unreasonable efforts to claim all partnership property. Both an
inventory and bond will ensure that the Personal Representative minds her actions in
administering the Estate fairly and will protect both her and Bradley from her overzealous
actions.
CONCLUSION
It is clear that Bradley has an interest in this matter as a surviving general partner and
alternatively as a creditor of the Estate. The Personal Representative’s arguments to the contrary
in her Motion to Dismiss are devoid of any law and are simply a vehicle to voice her animus
toward Bradley. It is clear that Bradley has rights in this matter and, despite the wishes of the
Personal Representative; this Court must protect those rights. Therefore, the Court must deny
the Personal Representative’s Motion to Dismiss and enter an order demanding that the Personal
Representative post both an inventory and a bond in this matter.
By:
RicharPC, Ogden, OBA #13749
T. Matthew Smith, OBA #20848
MULINIX OGDEN HALL
ANDREWS & LUDLAM PLLC
3030 Oklahoma Tower
210 Park Ave.
Oklahoma City, OK 73102
405-232-3800 Telephone
405-232-8999 (Facsimile)
Attorneys for Brian Bradley
NARCO Clients\Bradley, Brian'Objection to Motion to dismiss.docCERTIFICATE OF MAILING
I hereby certify that on the4aQay of May, 2007, a true and correct copy of the above and
foregoing was mailed with postage fully prepaid thereon and sent via facsimile to the persons listed
below:
Robert R. Redwine
204 N. Robinson Ave, Ste 220
Oklahoma City, OK 73102
Facsimile (405)239-2265
Attorney for Petitioner
Richard C. Ogden
NARCO Chients\Bradley, Brian\Objection to Motion to dismiss.doc
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IVAN | | ! | | | IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA FILED IN THE DISTRICT i OKLAHOMA COUNTY, ona IN THE MATTER OF ESTATE OF __) ) NO. PB-2007-75 MAY 3 0 2007 RONALD S. HEFNER, ) DECEASED ) OBJECTION TO MOTION TO DISMISS BRIAN BRADLEY’S COMBINED OBJECTION TO WAIVER OF INVENTORY AND OBJECTION TO WAIVER OF BOND COMES NOW, Brian Bradley (“Bradley”), the surviving general partner of Ronald Hefner (“Hefner”), and/or a creditor of the Estate, and offers his Objection to Motion to Dismiss Brian Bradley’s Combined Objection to Waiver of Inventory and Objection to Waiver Bond. In support of the same, Bradley shows the Court as follows: BRIEF IN SUPPORT L BRADLEY AND HEFNER FORMED A PARTNERSHIP A. According to Oklahoma Case Law Bradley and Hefner Fulfilled Every Essential Element for the Formation of a Partnership. The Personal Representative concludes in her Motion that Bradley and Hefner were not partners by attempting to strictly apply Oklahoma Statute without reference to relevant precedent. On the other hand, when Oklahoma Courts have been tasked to define what makes a partnership, they utilized Oklahoma partnership statutes and created the three essential elements as outlined in Bradley’s Combined Objection to Waiver of Inventory and Waiver of Bond (hereinafter “Bradley’s Objection”). The Personal Representative neglects to address the applicability of the elements recited in Dowdy v. Clausewitz, 361 P.2d 288, (Okla. 1961) as they are clearly relevant in this matter and were discussed in Bradley’s Objection. The Dowdy elements regarding the formation of a partnership are (1) intent to form the same, (2) general participation in both profits and losses and (3) such community of interest as far as third personsare concerned, as enables each party to make contracts, manage businesses, and dispose of property. Dowdy v. Clausewitz, 361 P.2d 288, (Okla. 1961). Further, “an undertaking by two or more persons to combine their property or labor in the conduct of a particular line or general business, for joint profit, creates the status of a partnership.” O.K. Boiler and Welding, Co. v. Minnetonka Lumber Co., 229 P. 1045, 1047 (Okla. 1924). Applying these standards of Oklahoma Law to the relationship between Hefner and Bradley it is clear that through their actions they formed a partnership. The issue of the existence of a partnership will be determined by Judge Bryan C. Dixon in Bryan Bradley v. The Personal Representatives of the Estate of Ronald W. Hefner, Oklahoma County District Court Case No. CJ-07-4317 filed on May 18, 2007. Bradley has filed a petition for dissolution of the partnership and its assets. 1. Bradley and Hefner Intended to be Partners “Every partnership rests on the mutual consent of the members. Karrick vy. Hannaman, 168 U.S. 328, 18 S. Ct. 135, 42 L.Ed. 484, As were recited in Bradley’s Objection, there are many facts in this matter which tend to show that Bradley and Hefner intended to be partners. Without rehashing them, at all times it was clear that Bradley and Hefner intended to be partners. 2. Bradley and Hefner Participated in Both the Profits and Losses of Their Partnership. Many of the facts earlier outlined clearly demonstrate that Bradley and Hefier participated in both the profits and losses of their partnership. The partnership enjoyed the profits and benefits from Bradley’s job. The partnership enjoyed the benefits of the windfall inheritance Hefner received upon the death of his father by purchasing the Residence where both lived and that both maintained and by purchasing the Houseboat that both maintained and 2 NARCO Cliemts\Bradley, Brian\Objection to Motion to dismiss.docenjoyed. As was discussed previously in Bradley’s Objection, both parties were responsible for the debts and expenses of the partnership and both took actions to see those debts and expenses satisfied. Finally, as also discussed in Bradley’s Objection and was in no way addressed by the Personal Representative in her Motion, the single greatest debt incurred by the partnership, Hefner’s medical expense which totaled approximately $575,000.00 was born by the health insurance brought to the partnership solely by the actions of Bradley. It is clear that whatever befell this partnership during its sixteen year existence, be it financial windfall or extraordinary medical expenses, the partners participated in jointly. 3. Hefner and Bradley had a Unity of Interest as Far as Third Persons Where Concerned. As shown, Hefner and Bradley at all times represented themselves as partners to everyone. These partners had a unity of interest in that they shared both the incomes and expenses of their partnership. The partnership was known and in the open and third parties acted as such regarding it. Numerous examples are given of this in Bradley’s Objection. Given the unity of these three elements, it is clear that a partnership existed between Hefner and Bradley. The Personal Representative’s arguments to the contrary are unfounded and not supported by Oklahoma law. Hefner and Bradley, created the partnership, participated in it and were benefited by it. There relationship was a partnership. B. The Personal Representative’s Entire Argument is Based on Her Presumed Definition of “Business.” This has no basis in Oklahoma Law. As stated, the Personal Representative neglected to address the fact that the application of Oklahoma Law as stated in Dowdy to this matter clearly yields that a partnership existed between Bradley and Hefner. Despite this clear application of Oklahoma Law, the Personal 3 NARCO Clients\Bradley, Brian\Objection to Motion to dismiss. docRepresentative would have the Court apply a strict definition of “business” in order to find that a partnership existed. The Personal Representative has offered no authority for use of this limited definition of the word “business,” but merely assumes that because Hefner and Bradley did not “sell” anything together or offer any “services” then a partnership could not have been formed. Merriam Webster defines “business” as “dealings or transactions especially of an economic nature.” See Merriam Webster. As has been shown, Hefner and Bradley acted and intended to act as partners in virtually all of their “dealing or transactions” be they expenses for their home, health insurance for both or simply enjoyment. Further, both Bradley and Hefner profited from their partnership. They were partners under any definition. Cc There is a Dearth of Partnership Property The Personal Representative attempts to argue that no partnership can exist if there is no partnership property. The legal validity of this unsupported conclusion is tenuous at best. Regardless, there was a dearth of partnership property at the time of Hefner’s death. “In determining whether particular realty is partnership property or is individual property of the partners, effect should be given to the intent of the partners as disclosed cither by their conduct or their agreement express or implied.” McMurtray v. Hamilton, 132 P.2d. 335 (Okla. 1943) (emphasis added). As was illustrated in Bradley’s Objection, at all times Hefner and Bradley treated all they owned as partnership property. Further, by implication, what was contributed into the partnership, be it Bradley’s steady income and health insurance for both or Hefner’s financial windfall, were partnership assets. They jointly acquired utilized and maintained property for the benefit of the partnership with their jointly acquired partnership assets. This property, acquired with partnership assets and maintained by partnership assets was NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docproperty of the partnership that they created. This property would include the Residence. While it was purchased in Hefner’s name, it was purchased and maintained with partnership assets. The Personal Representative, in arguing the point that no partnership property exists, purports to cite 54 Okla. Stat. § 1-204. However, 54 Okla. Stat. § 1-204 (C) states: Property is presumed to be partnership property if purchased with parmership assets, even if not acquired in the name of the partnership or one or more of the partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of the partnership. 54 Okla. Stat. § 1-204 (c) (emphasis added). All property or a substantial portion including the Residence and the Houseboat, that the Personal Representative claims is part of Hefner’s estate was purchased with partnership assets and is therefore presumed to be partnership property as a matter of Oklahoma law. Il. IF FOUND NOT TO BE PARTNER, BRADLEY IS A CREDITOR OF THE ESTATE AND HAD FILED HIS CREDITOR’S CLAIM. The Personal Representative’s sole basis for her position that Bradley is not be a creditor of the estate is because she “knows of no basis for Bradley to be a creditor of Hefner.” The Personal Representative chose not to argue the legal validity of this basis, but simply presumes that the law will conform to the extent of her knowledge. However, this is not the case. As has been shown, during the time of Hefner and Bradley’s partnership, Bradley paid a majority of the partnership expenses including the premiums for Hefner’s health insurance which proved very valuable, saving Hefner approximately $575,000.00 which has kept his Estate solvent. Further, during the years of 1992 until Hefner’s death in 2006, Bradley was essentially the only source of steady income for the partnership. In light of the same, Bradley has made his creditor’s claim in the amount of $105,851.24, one half of the expense for which Bradley paid during that time 4 NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docperiod. Should it be found that a partnership did not exist, Bradley is the definition of a creditor. As such, Bradley has filed his creditor’s claim in the amount of $105,851.24 herewith this objection. The Personal Representative suggests that Bradley owes money to the Estate or appears to be debtor, based on the foregoing. One can see how preposterous that argument is and further casts doubt on all arguments the Personal Representative is making. In reality, but for Bradley’s actions the Personal Representative would have no Estate to administer or it would be de minimus. Bradley's contribution to the partnership allowed the partnership to purchase the Residence, the Houseboat and myriad other property which the Personal Representative now claims for the Estate in toto. Bradley owes the Estate nothing, whereas the Estate owes its existence to Bradley. Finally, Bradley is a “creditor having filed claim” against the estate. Therefore, pursuant to 58 Okla. Stat. § 281 this Court must order the personal representative to submit an inventory and appraisement of the Estate as to allow Bradley to determine both what partnership assets the Personal Representative claims are assets of the Estate and also the assets of the Estate against which Bradley can have his creditor’s claim fulfilled. Il. GIVEN THAT BRADLEY IS A SURVIVING GENERAL PARTNER AND/OR A CREDITOR OF THE HEFNER’S ESTATE, HE IS AN INTERESTED PARTY HEREIN ENTITLED TO NOTICE AND THE RIGHT TO DEMAND THAT THE PERSONAL REPRESENTATIVE PROVIDE BOTH AN INVENTORY AND BOND, It is clear that Bradley is an interested party in this matter and therefore has standing to take all actions he has taken and was entitled to notice. As has been clearly shown, Bradley is the surviving general partner of he and Hefner’s partnership. Bradley is also, by virtue of his creditor’s claim, a creditor of Hefner’s estate entitled to the contributions he made during the 6 NARCO Clients\Bradley, Brian\Objection to Motion to dismiss.docpartnership’s sixteen year existence. Perhaps more importantly, he is in possession of the partnership property, which is his right as surviving general partner, and has been subjected to the Personal Representative’s unreasonable efforts to claim all partnership property. Both an inventory and bond will ensure that the Personal Representative minds her actions in administering the Estate fairly and will protect both her and Bradley from her overzealous actions. CONCLUSION It is clear that Bradley has an interest in this matter as a surviving general partner and alternatively as a creditor of the Estate. The Personal Representative’s arguments to the contrary in her Motion to Dismiss are devoid of any law and are simply a vehicle to voice her animus toward Bradley. It is clear that Bradley has rights in this matter and, despite the wishes of the Personal Representative; this Court must protect those rights. Therefore, the Court must deny the Personal Representative’s Motion to Dismiss and enter an order demanding that the Personal Representative post both an inventory and a bond in this matter. By: RicharPC, Ogden, OBA #13749 T. Matthew Smith, OBA #20848 MULINIX OGDEN HALL ANDREWS & LUDLAM PLLC 3030 Oklahoma Tower 210 Park Ave. Oklahoma City, OK 73102 405-232-3800 Telephone 405-232-8999 (Facsimile) Attorneys for Brian Bradley NARCO Clients\Bradley, Brian'Objection to Motion to dismiss.docCERTIFICATE OF MAILING I hereby certify that on the4aQay of May, 2007, a true and correct copy of the above and foregoing was mailed with postage fully prepaid thereon and sent via facsimile to the persons listed below: Robert R. Redwine 204 N. Robinson Ave, Ste 220 Oklahoma City, OK 73102 Facsimile (405)239-2265 Attorney for Petitioner Richard C. Ogden NARCO Chients\Bradley, Brian\Objection to Motion to dismiss.doc