Fill and Sign the Motis Energy Llc V Swn Production Company Llcbrief Form

1.07[b] Answer to Alternate Complaint ----------------------------------------------------------------------X PARTNER Plaintiff-against- LAW FIRM, LLP Defendants ----------------------------------------------------------------------X Defendants [new partnership] and [the partnership in dissolution], a partnership in dissolution, answering the Complaint herein: 1. Denies the allegations of the paragraph headed "Nature of the Action", except admits that the law partnership of [the partnership in dissolution], of which plaintiff was a partner, dissolved as of [date], and reformed without plaintiff as a partner, and avers that the firm's action was necessitated by plaintiff's refusal over a course of years to cooperate and perform basic duties of a partner. 2. Admits the allegations of paragraphs 1 and 2. 3. Denies the allegations of paragraph 3, except admits the allegations as to plaintiff's background. 4. Denies the allegations of paragraph 4, except admits that the document attached to the Complaint as Exhibit ___ includes a copy of the Partnership Agreement of [the partnership in dissolution] that became effective [date]. 5. Denies the allegations of paragraph 5. 6. Denies the allegations of paragraph 6 and refers to the effective Partnership Agreement for the terms thereof. 7. Denies the allegations of paragraph 7. 8. Denies the allegations of paragraph 8, except admits that on [date], [the partnership in dissolution] delivered the letter attached as Exhibit ___ to the Complaint and refers to said exhibit for the contents thereof. 9. Denies the allegations of paragraph 9, except admits that prior to sending the letter and for at least one year, [the partnership in dissolution] had endeavored to persuade [plaintiff] to agree to withdraw or retire as a partner of the firm. 10. Denies the allegations of paragraph 10, except admits that a draft of possible amendments to the Partnership Agreement is attached as Exhibit ___ to the Complaint, which was discussed among some partners though never recommended for adoption by the firm. 11. Denies the allegations of paragraph 11, except admits that [plaintiff] is not bound by the draft annexed as Exhibit ___ to the Complaint. 12. Denies the allegations of paragraph 12, except admits that [plaintiff] informed [the partnership in dissolution] that he was taking a vacation from about [date] through [date]. 13. Denies the allegations of paragraph 13, except admits that a meeting of partners of [the partnership in dissolution] was held on [date] pursuant to notice duly given. 14. Admits the allegations of paragraph 14. 15. Denies the allegations of paragraph 15, except admits that [the partnership in dissolution] was aware of plaintiff's age and of the terms of the Partnership Agreement at the time of the firm's dissolving and reforming. 16. Denies the allegations of paragraph 16, except admits that Exhibit ___ is a copy of a letter [the partnership in dissolution] sent to clients of the firm on whose matters [plaintiff] had worked. 17. Denies the allegations of paragraph 17, except admits that [plaintiff] served [the partnership in dissolution] with an Order to Show Cause on or about [date] and refers to said Order for the contents thereof; admits that this matter was assigned to Justice ______, and that Justice ______ signed the Order to Show Cause in the form attached as Exhibit ___ to the Complaint, and refers to said Order for the contents thereof. 18. Denies the allegations of paragraph 18, except admits that on or about [date], ______ and ______, both partners of [the partnership in dissolution] and [new partnership], told [plaintiff] that the firm believed he had been afforded sufficient time to relocate to a new office and, accordingly, that he would no longer be permitted to use the offices of the New Partnership. 19. Admits the allegations of paragraph 19. 20. Denies the allegations of paragraph 20, except admits that on or about [date], [new partnership] removed [plaintiff's] personal papers and effects and delivered them to his home. 21. Denies the allegations of paragraph 21 the Complaint. 22. Denies the allegations of paragraph 22 of the Complaint. 23. Denies the allegations of paragraph 23, except admits that under and in accordance with the terms of the Partnership Agreement, [plaintiff] was entitled to payment of his capital account in the approximate amount of $______. 24. Denies the allegations of paragraph 24. 25. Denies the allegations of paragraph 25. 26. Denies the allegations of paragraph 26, and further avers that this Court entered an order dated [date], directing an accounting of [plaintiff's] interest in the partnership as of [date] pursuant to Section ___ of the Partnership Law. 27. Denies the allegations of paragraph 27, except admits that prior to commencement of this action [plaintiff] made various demands on [the partnership in dissolution] for the payment of money to him. 28. Denies the allegations of paragraph 28, except admits that in addition to other payments to him, [the partnership in dissolution] made four payments each of approximately $______ on [plaintiff's] capital account on [four specified dates].29. Denies the allegations of paragraph 29. 30. Denies the allegations of paragraph 30, except admits that [new partnership] succeeded to the rights and obligations of the dissolved partnership. 31. Denies the allegations of paragraph 31. 32. Denies the allegation of paragraph 32, except admits that this Court's Order dated [date] directed an accounting of [plaintiff's] interest in the partnership as of [date], pursuant to Section ___ of the Partnership Law. 33. Denies the allegations of paragraph 33. AS AND FOR A FIRST AFFIRMATIVE DEFENSE: 1. Plaintiff ______ became a member of the firm of [the partnership in dissolution] on [date], and was a member of successive partnerships practicing under the name of [the partnership in dissolution] through [date]. 2. The interests of the partners in the firms of [the partnership in dissolution], including [plaintiff], have at all times been governed by written Partnership Agreements, equally binding upon all members of the firms. 3. [Plaintiff] has received the benefits and advantages of the terms of the Partnership Agreements during the period he was a partner of [the partnership in dissolution]. [Plaintiff's] interest in [the partnership in dissolution] should be determined and paid to him in accordance with the terms of the Partnership Agreement in effect as of [date]. AS AND FOR A SECOND AFFIRMATIVE DEFENSE: 1. During the period [plaintiff] was a partner of [the partnership in dissolution], the interests of all partners who have withdrawn, retired or died have been determined in accordance with the terms of the [the partnership in dissolution's] Partnership Agreement. 2. [Plaintiff's] acquisition of an interest in [the partnership in dissolution] and allocations if a percentage interest in [the partnership in dissolution] for a period of almost twenty years have been determined by the provisions of the Partnership Agreements and prior agreements consistently applied. Such interest includes [plaintiff's] succession to a percentage of the interest of partners who have withdrawn, retired or died, which was acquired by him as determined by and in accordance with the terms of the Partnership Agreement. 3. [Plaintiff] has received the benefits of the Partnership Agreement during the entire period he remained a member of [the partnership in dissolution]. 4. By reason thereof any accounting to [plaintiff] of his partnership interest should be determined in accordance with the terms of the Partnership Agreement. AS AND FOR A THIRD AFFIRMATIVE DEFENSE: 1. An accounting to [plaintiff] other than in accordance with the terms of the partnership could result in unjust enrichment to [plaintiff] at the expense of existing partners and persons who retired or withdrew as partners and the beneficiaries of the estates of deceased partners. AS AND FOR A FOURTH AFFIRMATIVE DEFENSE: 1. Amounts paid by [the partnership in dissolution] to or on behalf of [plaintiff] subsequent to [date] must be set off against the amount determined as his interest in the partnership as of [date]. AS AND FOR A FIFTH AFFIRMATIVE DEFENSE: 1. For some years prior to dissolution of the partnership on [date], [plaintiff] failed and refused to undertake duties expected of a partner of [the partnership in dissolution]. 2. [The partnership in dissolution] sought to provide a resolution to the problems by proposals for [plaintiff's] retirement with compensation substantially above that provided by the Partnership Agreement, but these offers were rebuffed by [plaintiff]. 3. By reason thereof, the partnership of [the partnership in dissolution] was dissolved as of [date]. 4. Despite the fact that he was not a member of the New Partnership of ______, [plaintiff] willfully remained in the offices of [new partnership], demanding services from the staff of the firm and causing confusion and disruption in the offices. 5. [Plaintiff] has further made false and derogatory statements concerning [new partnership] to clients and others. 6. By reason of his conduct and unclean hands, [plaintiff] should be denied any relief beyond payment for his capital interest in accordance with the terms of the Partnership Agreement. WHEREFORE defendants demand judgment dismissing the complaint herein, together with the costs and disbursements of this action