A QUESTION OF ETHICS: Wrongful Dissociation. Elliot Willensky and Beverly Moran formed a partnership

A QUESTION OF ETHICS: Wrongful Dissociation. Elliot
Willensky and Beverly Moran formed a partnership to renovate and fl ip
(resell) some property. According to their agreement, Moran would fi nance the
purchase and renovation of the property, and Willensky would provide labor and
oversight of the renovation work. Moran would be reimbursed from the profi ts
of the sale, and the remainder of the profi ts would be divided evenly. Any
losses would also be divided evenly. Moran paid $240,000 for a house and planned
to spend $60,000 for its renovation. The parties agreed that the

A QUESTION OF ETHICS: Wrongful Dissociation. Elliot
Willensky and Beverly Moran formed a partnership to renovate and fl ip
(resell) some property. According to their agreement, Moran would fi nance the
purchase and renovation of the property, and Willensky would provide labor and
oversight of the renovation work. Moran would be reimbursed from the profi ts
of the sale, and the remainder of the profi ts would be divided evenly. Any
losses would also be divided evenly. Moran paid $240,000 for a house and planned
to spend $60,000 for its renovation. The parties agreed that the renovation
would be completed in six months. Willensky lived in the house during the
renovation. More than a year later, the project still was not completed, and
the cost was much more than the $60,000 originally planned. Willensky often
failed to communicate with Moran, and when she learned that her funds were
nearly exhausted and the house nowhere near completion, she became worried. She
told Willensky that he would have to pay rent and utility bills if he wished to
continue to live in the house. Shortly thereafter, Willensky left for Florida
due to a family emergency, saying that he would return as soon as he could. He
never returned, however, and Moran lost touch with him. Moran took over the
project and discovered that Willensky had left numerous bills unpaid, spent
money on excessive or unnecessary items, and misappropriated funds for his
personal use. After completing the project, paying all expenses relating to the
renovation (in all, the renovation costs came to $311,222), and selling the
property, Moran brought an action in a Tennessee state court to dissolve the
partnership and to recover damages from Willensky for breach of contract and
wrongful dissociation from the partnership. [ Moran v. Willensky, ___ S.W.3d
___ (Tenn.Ct.App. 2010)]

(a) Moran alleged that Willensky had wrongfully dissociated
from the partnership. When did this dissociation occur? Why was his
dissociation wrongful? (b) Which of Willenskys actions simply represent
unethical behavior or bad management, and which constitute a breach of the
agreement?