Betts v. Keenan
CourtCourt of Appeals of Kansas
Date FiledOctober 2, 2026
Docket128345
StatusPublished
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Full Opinion
No. 128,345
IN THE COURT OF APPEALS OF THE STATE OF KANSAS
BRUCE BETTS,
Appellee,
v.
CHAD KEENAN, Special Administrator of the Estate of NORMAN KEENAN,
Appellant.
SYLLABUS BY THE COURT
1.
A court supervising the dissolution of a partnership sits as a court of equity and
has discretion to act as fairness requires, except where the issue is governed by statute or
by the partnership agreement.
2.
Under the Kansas Revised Uniform Partnership Act (KRUPA), K.S.A. 56a-101 et
seq., the principles of equity are supplemental to the Act; they apply only to the extent
they are not displaced by a particular provision of the Act. K.S.A. 56a-104(a).
3.
When no partnership agreement exists, or when an agreement is silent on the
issue, KRUPA governs the relations among the partners and between the partners and the
partnership. K.S.A. 56a-103(a).
4.
A district court's failure to apply KRUPA in winding up a partnership, where the
Act governs under K.S.A. 56a-103(a), is an error of law and therefore an abuse of
discretion.
1
Appeal from Miami District Court; RICHARD FISHER, judge. Oral argument held July 21, 2026.
Opinion filed October 2, 2026. Reversed and remanded with directions.
Bryan Cox and Jonathan Sternberg, of Jonathan Sternberg, Attorney, P.C., of Kansas City,
Missouri, for appellant.
Ashley N. Jarmer and Michelle R. Stewart, of Hinkle Law Firm LLC, of Lenexa, and J. Darcy
Domoney, of Domoney & Domoney, of Paola, for appellee.
Before MALONE, P.J., HURST and COBLE, JJ.
COBLE, J.: For over a decade, Bruce Betts and Norman Keenan operated a
farming partnership that formed via a handshake. As often does, conflict arose. The two
disputed whether their partnership had been dissolved and, if so, on what terms.
Eventually, Bruce filed an action in Miami County to recover the proceeds from the sale
of crops, seeking additional monetary damages for charges to a grain elevator account,
and asking the court to grant him ownership and possession of specific farming
equipment, claiming the partnership had dissolved in 2018. In response, Norman claimed
the partnership was not yet dissolved, asked the district court to judicially dissolve the
partnership, requested other monetary damages, and made his own claims to farming
equipment. After a bench trial, the district court found that the partnership was not
dissolved years prior and denied both parties' damages claims. The district court then
allocated the farm machinery and equipment between the two.
Norman appealed the district court's order. Unfortunately, while the appeal was
pending, Norman died, and Chad Keenan—Norman's nephew and the special
administrator of the estate—was substituted in Norman's place so the appeal could
proceed. Bruce then disputed whether this substitution was accomplished in a timely
manner.
2
After thorough review, we first find that Chad's delay was not unreasonable, and
we reverse the district court's judgment, because its failure to apply the Kansas Revised
Uniform Partnership Act (KRUPA), K.S.A. 56a-101 et seq., was an error of law that
constitutes an abuse of discretion.
FACTUAL AND PROCEDURAL BACKGROUND
We note at the outset that two individuals of importance to this appeal share the
same last name. To avoid any confusion and repetition, we will refer to the three main
parties by their first names. We do so for clarity and mean no disrespect or air of
familiarity.
The Partnership
Approximately 20 years ago, around 2006, Bruce and Norman began a farming
partnership. This enterprise was a "handshake agreement"; there was no written
agreement governing its terms, and it appears there was no segregated bank account, no
separate partnership records, and no taxes filed on behalf of the partnership. Additionally,
each party owned certain machinery and equipment individually while some items were
owned jointly. Yet although there was no official documentation, both Bruce and Norman
confirmed that the two had an agreement to operate as 50/50 partners on leased farms in
Kansas and Missouri producing corn and soybeans. At the end of each year, the two
would "settle up."
The partnership primarily leased property to farm, but it also farmed 240 acres of
Norman's own land. Norman received any proceeds from crops harvested on that land.
Within the partnership, Bruce and Norman had established roles although these
roles were not exclusive. For example, during harvest Bruce ran the combine while
3
Norman drove the truck. As another example, Norman held the partnership's account
with the crop input supplier in his name. See In re Crop Inputs Antitrust Litig., 543 F.
Supp. 3d 1381, 1382 (J.P.M.L. 2021) (defining "crop inputs" as "seeds and chemicals
such as fungicides, herbicides, and insecticides").
The Partnership's Crop Inputs
The partnership primarily used the Ottawa Cooperative Association (herein after
referred to as "co-op") to purchase crop inputs on credit and would repay that balance
after harvest. Occasionally, Bruce purchased inputs from other sources. When the income
from the harvest did not cover the balance, the co-op would roll the debt into the
subsequent year.
By 2016, the partnership had accrued significant debt with the co-op, and on
December 31, 2018 (when Bruce alleges the partnership ended), the total due was
$562,466.02. In 2019, Norman sold soybeans and applied the proceeds to pay down the
debt, with one sale of $167,214.99 and another sale of $241,669.47. In March 2020,
Norman obtained a bank loan of $147,698 to satisfy the partnership's debt with the co-op.
Between the loan and other payments, by March 2020 the co-op account was paid in full.
The Partnership's Equipment
In the beginning, the partnership used equipment that each partner owned
individually. But over the years, the partnership bought new equipment via trade-ins,
financing, and outright purchases. Primarily, Bruce purchased or financed the equipment
in his name; however, Norman also occasionally made payments on some of the
equipment directly.
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The Partnership in 2019 and 2020
Bruce claims the partnership ended on December 31, 2018, when Norman said he
wished to retire due to health problems, but Norman denied this conversation happened.
In Bruce's understanding, at that time, the parties reached a new agreement under which
Bruce was to own all the equipment previously owned by the partnership so long as he
made all the remaining debt payments and maintained the equipment, in exchange for
harvesting the crops on Norman's land and remitting the proceeds to Norman. According
to Bruce, the parties agreed Bruce would take over the four joint property leases. But
after 2018, Norman still did the hauling of the crops, just as before. Bruce testified and
provided documentation for the lease payments he made from 2018 forward. Norman
testified he did not pay for rent or crop inputs on any of Bruce's leases from 2018 to
2020.
During this time Bruce also made all the equipment debt payments except one for
approximately $3,000, which Norman paid in December 2020. Bruce also paid for all
repairs and maintenance on the equipment. Bruce likewise planted, cared for, and
harvested the crops on Norman's land without charging for his labor until Norman told
Bruce to stop such work in the fall of 2020.
The Lawsuit
In May 2021, Bruce filed the lawsuit underlying this appeal, which consisted of
four claims. In Count I, he claimed that in 2019, Norman sold $151,406 worth of Bruce's
soybeans, although later, after the return of a business subpoena, the claimed total value
sold increased to $167,214.99. Bruce testified he approved of this sale so long as Norman
paid him his portion, but Norman failed to do so.
5
In Count II of his petition, Bruce claimed that in November 2019, Norman sold
$241,669.47 worth of Bruce's soybeans under Norman's name without Bruce's
permission. Because the soybeans were sold under Norman's name, the proceeds were
subject to a lien the co-op placed on Norman's crop proceeds, which resulted in the
entirety of the sale being used to partially satisfy the debt with the co-op.
In Count III, Bruce claimed that in May 2020, Norman charged $21,440 to Bruce's
account at Midwest Elevator, despite having his own account with the grain elevator.
Like in Count I, after additional investigation, the total charged to Bruce's account was
revealed to be $38,109.05. Bruce maintained that Norman told Bruce he would transfer
the charges to Norman's account, but he never did.
Finally, in Count IV, Bruce claimed that Norman possessed equipment belonging
to Bruce, which was contrary to the parties' December 2018 agreement. Bruce listed
equipment of Norman's that he possessed and asked the district court to order the parties
exchange that equipment. Except for these listed items, Bruce claimed that the parties
should retain all other equipment in their possession.
Norman filed an answer to Bruce's lawsuit and a counterclaim, asserting that the
partnership did not terminate in 2018 and that Bruce had converted his property. In his
counterclaim Norman also sought "a legal dissolution of his farming partnership with"
Bruce.
After pretrial litigation, Norman's trial position statement claimed that Bruce sold
crops and kept the proceeds, which should have been divided equally between the parties,
and that Bruce owed Norman money for crop inputs and labor Norman performed for
other landowners. Norman claimed Bruce's failure to properly divide the funds pursuant
to the partnership agreement resulted in $1,063,430.79 in damages due to Norman.
Norman claimed that he had paid for the totality of the input costs in 2019, and was owed
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half of those costs, which equated to $795,967.61. He argued he was also due $17,012.19
for half of the custom work performed for other farmers. He claimed because Bruce
deprived him of the use of partnership equipment, he had to pay for farming to be done
on his property, amounting to damages of $133,227.39. He also asserted he lost income
totaling $106,000 on the four leased properties, claimed an ownership interest in
approximately 33 pieces of equipment, and asked the district court for an equitable
division of the partnership's assets.
Bruce denied all Norman's claims, asserting he followed the parties' new
agreement that he and Norman made in 2018 when they terminated the partnership, and
that Norman had received all the money he was owed.
Trial and Judgment
Eventually, the case proceeded to a four-day bench trial in March 2024. At the
trial, 15 witnesses testified, including Bruce and Norman, and numerous exhibits were
admitted. Much of the testimony was used to establish the facts discussed above.
Additional details of the testimony and exhibits will be discussed below, as necessary to
our analysis.
After trial, the district court issued a written journal entry which included findings
of fact and conclusions of law. There, the district court found the partnership was not
terminated in December 2018 and, accordingly, found that the co-op debt in Norman's
name was a partnership obligation. Because the crop sales went to pay off the
partnership's obligation, the district court denied Bruce's first and second claims. The
district court also denied Bruce's third claim because the partnership was not terminated
when the elevator charges were made to Bruce's account. On these first three claims, the
district court specifically held:
7
"In regard to Count I of [Bruce's] petition, the Court cannot ascertain that [Bruce]
has been damaged in the sum of $167,214.99 due to the failure of [Norman] to reimburse
him for selling [Bruce's] soybeans to fill the contracts that [Norman] owed Agmark and
having the proceeds applied to [Norman's] bill at the Ottawa Cooperative Association.
The Court makes the finding that there was no termination of the Partnership in
December 2018. The parties' established roles remained the same and continued to
operate on the Partnership even after the alleged termination.
"In regard to Count II of [Bruce's] petition, the Court finds that any proceeds
from the sale of the soybeans was paid to the Ottawa Cooperative Association in partial
satisfaction of the Partnership debt incurred through their joint use of the Ottawa
Cooperative for the inputs. The Ottawa Cooperative debt kept rolling over each year
during the Partnership and the Court is not convinced by the evidence presented that the
Partnership debt was paid in full at the Ottawa Cooperative Association prior to the
alleged termination of the Partnership as alleged by [Bruce]. The Court does not find
evidence of the termination of the Partnership on December 31, 2018.
"Regarding Count III of [Bruce's] petition, the Court finds that [Bruce] has failed
to prove his claim for damages from the evidence presented to the Court. [Bruce's] claim,
like that of Counts I and II, relies upon the premise that the termination of the Partnership
occurred on December 31, 2018, and a new agreement was established between the
parties after 2018. Nothing was put in writing regarding this new agreement. The Court
finds that [Bruce] has not met his burden from the evidence presented that a termination
of the Partnership occurred on December 31, 2018; therefore, the Court denies this
claim."
Regarding Bruce's fourth claim, the district court divided 16 pieces of equipment
between the parties. The district court found that "both [Bruce] and [Norman] have not
met their burden from the evidence presented to the court in regards to the division of the
machinery and equipment; and therefore, the Court denies these claims." Yet then, the
district court ordered that each party would own (and be responsible for associated debts
on) all equipment in his possession that was purchased individually in his name, free and
clear of any claims by the other party. In so ordering, the district court provided mirrored
paragraphs detailing as much for both Bruce and Norman.
8
The district court also ordered the return of specific pieces of equipment that one
party owned but happened to be in the other's possession, ordering 13 pieces to be
returned to Norman and 3 pieces to be returned to Bruce.
The district court denied all of Norman's monetary counterclaims.
The written order also noted that "[t]he testimony of [Bruce] and [Norman] in this
matter was not credible and not persuasive to the Court in regard to [Bruce's] or
[Norman's] claims."
Norman timely appealed. Initially, Bruce preserved his right to cross-appeal, but
he then elected not to pursue it.
Additional facts will be introduced in the analysis, as necessary.
DISCUSSION
Before us are four issues that must be resolved on appeal. First, we must determine
if the substitution of the special administrator of Norman's estate was proper. Second,
Chad now argues that this court lacks jurisdiction over this appeal because the district
court's order was not final, as it did not dispose of Norman's request that the partnership
be judicially dissolved. Third, Chad argues the district court erred in winding up the
partnership by failing to follow the governing statutes in KRUPA. Finally, we must
address Chad's argument that the district court erred in its classification of property as
personal property of Bruce instead of partnership property to be divided and it should
have used the presumptions in KRUPA to formulate its classification of the property in
question.
9
We examine the first and second issues independently and then address the third
and fourth issues dealing with KRUPA together.
I. Norman's estate's motion to substitute was filed within a reasonable time.
Before we can delve into the substance of the issues on appeal, the introduction of
additional facts and procedural history is necessary, so we begin there.
On December 4, 2025, while this appeal was pending in ready status, Norman
sadly died. On December 16, 2025, Bruce filed a notice of suggestion of Norman's death.
On that same date, Bruce's counsel served the notice of suggestion of death via FedEx to
then-nonparty Chad Keenan.
On January 29, 2026, Bruce filed a motion for involuntary dismissal of this appeal,
arguing that the appeal should be dismissed for the failure to move to substitute a party
within a reasonable time after Norman's death. Then, 13 days later, Norman's counsel
filed both a motion to substitute Chad as the administrator of Norman's estate, and a
response in opposition to Bruce's dismissal motion.
The motions panel of our court denied Bruce's motion for involuntary dismissal.
That order stated that "[t]he question of whether the motion to substitute was made within
a 'reasonable time' is a factual question better left to the panel who will decide the merits
of this case." The motions panel ordered both parties to file supplemental briefs on the
issue of whether appellant moved to substitute a party within a reasonable time. Both
parties complied with that order.
That same day, so the case could proceed to the next steps, the motions panel
granted the motion to substitute Chad as the appellant.
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The Parties' Arguments
Bruce first argues that Chad's response to his motion was untimely because under
Kansas Supreme Court Rule 5.01(b) (2026 Kan. S. Ct. R. at 31), a response to this motion
was due no later than seven days after being served. However, this is incorrect. While a
party must respond to general motions within 7 days, a motion for involuntary dismissal
permits a 14-day window to respond to the motion, which Chad complied with here. See
Kansas Supreme Court Rule 5.05(a)(1) (2026 Kan. S. Ct. R. at 33).
Second, Bruce contends the "unexplained eight-week delay" in filing a motion to
substitute was unreasonable because the excuses that Norman's counsel did not practice
probate law and that Chad was mourning the death of his uncle were, essentially, invalid
excuses. Bruce then argued that he was prejudiced by the delay because the case has been
pending since 2021 and during that time, he has faced financial uncertainty.
In the response to the motion for involuntary dismissal and in Chad's supplemental
brief, Norman's counsel and Chad argued the delay in filing a motion to substitute was
reasonable. Both pointed to the practicalities in securing counsel that practiced probate
law over the winter holidays so that Chad could be appointed as special administrator of
Norman's estate, all while Chad was making final arrangements for his uncle, handling
his affairs, and mourning his passing.
Norman's counsel also noted that Bruce was not prejudiced by the delay because
such timelines are not abnormal in appellate litigation. In support of that argument,
counsel noted a few examples of waiting periods within the case that were longer than the
delay between the filing of the suggestion of death on December 16, 2025, and the
motion to substitute on February 11, 2026, which was 57 days. For example, the time
between the case being fully briefed and when the notice of suggestion of death was filed
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was 88 days. In another example, the time between the filing of Norman's opening brief
and Bruce's response to that brief was 84 days.
In his supplemental brief, Chad argues that the substitution must be made within a
"reasonable time" under the totality of the circumstances and that, here, the 57-day delay
was reasonable. He maintains that in every jurisdiction that establishes a definite timeline
for substitution, 57 days would be within such a timeframe and that, while Kansas does
not prescribe a definitive timeframe, the circumstances in this case justify the 57-day
delay.
Standard of Review
Resolution of this issue requires interpretation of K.S.A. 60-225(a)(1), which
governs the substitution of parties upon death when the claim is not extinguished.
Statutory interpretation presents a question of law over which appellate courts have
unlimited review. Nicholson v. Mercer, 319 Kan. 712, 714, 559 P.3d 350 (2024).
The most fundamental rule of statutory construction is that the intent of the
Legislature governs if that intent can be ascertained. H.B. v. M.J., 315 Kan. 310, 320, 508
P.3d 368 (2022). An appellate court must first attempt to ascertain legislative intent
through the statutory language enacted, giving common words their ordinary meanings.
In re Wrongful Conviction of Sims, 318 Kan. 153, 158, 542 P.3d 1 (2024). When a statute
is plain and unambiguous, an appellate court should not speculate about the legislative
intent behind that clear language, and it should refrain from reading something into the
statute that is not readily found in its words. Schmidt v. Trademark, Inc., 315 Kan. 196,
200, 506 P.3d 267 (2022). But when the statute's language or text is unclear or
ambiguous, we "employ canons of construction, legislative history, or other background
considerations to divine the legislature's intent and construe the statute accordingly."
12
Stewart Title of the Midwest v. Reece Nichols Realtors, 294 Kan. 553, 564-65, 276 P.3d
188 (2012).
The substitution of the special administrator of Norman's estate was proper.
K.S.A. 60-225(a)(1) provides, in pertinent part, that if a motion for substitution of
the proper party is "not made within a reasonable time after service of a statement noting
the death, the action by or against the decedent must be dismissed." As explained, Bruce
contends the estate's delay in filing the motion for substitution was unreasonable.
"[T]he relevant time period for determining the reasonableness of a delay in
substituting a party begins with the statement noting the death and ends with the filing of
the motion for substitution." Graham v. Herring, 297 Kan. 847, 864, 305 P.3d 585
(2013). So, here, we look to the 57-day time frame, from when the notice of suggestion of
death was filed to when the motion to substitute was filed, to decide if that delay was
unreasonable.
When so doing, "the standard for determining whether a substitution motion has
been made within a reasonable time is to consider the totality of the circumstances, which
can include the fact of whether another party will be prejudiced by the substitution," but
there are no specific factors we must consider when making this determination. 297 Kan.
at 864. That is, although K.S.A. 60-225(a)(1)'s language demands strict compliance,
"because the statute specifically provides for a 'reasonable time,' the 'reasonable time'
should depend upon the totality of the circumstances." 297 Kan. at 863.
Chad argues that all other jurisdictions whose statutes of substitution upon death
have fixed time periods for substitution would permit a substitution of a party at 57 days,
so the delay must be reasonable. We note that the vast majority of jurisdictions provide a
finite time limit on substitution, with 60 days appearing to be the shortest period, and that
13
only 5 states—Idaho, Kansas, New York, South Carolina, and Texas—have a "reasonable
time" requirement in their substitution upon death provisions. See 297 Kan. at 863.
Kansas, too, used to have a fixed period of one year within which to substitute for a
deceased party, but as the Kansas Supreme Court discussed in Graham, it was eliminated
for a more flexible standard. 297 Kan. at 859-60 ("The Kansas Legislature's elimination
of the prior 1-year fixed period and rejection of the federal 90-day fixed period certainly
suggests a legislative intent to create a more flexible standard in this state.").
Since that amendment, Kansas has used a more flexible standard that most other
jurisdictions do not use. We, then, cannot rely on Chad's hypothetical compliance with
other states' requirements because the Kansas Supreme Court in Graham paid the statutes
with a specific time frame for substitution no mind. See 297 Kan. at 863.
Bruce argues, in part, that Chad's claims on appeal are meritless, and as a result,
Bruce was prejudiced by the delay of substitution, which in turn postponed this case
being set on a docket for hearing. It is true that the Kansas Supreme Court held that "an
unexplained delay on an obviously frivolous claim or defense can give rise to an
inference that the substituting party is attempting to unfairly gain some advantage from
extending the litigation, i.e., is being unreasonable." 297 Kan. at 864. But we do not
dismiss Chad's claims as "obviously frivolous." In fact, as we explain below, we are
convinced by his KRUPA argument. In reality, more delay was caused by Bruce opting
to litigate the reasonability of the substitution than the delay in the filing of the motion for
substitution itself.
Bruce also argues that the total length of the litigation has been filled with delays,
so another delay prolonged his financial uncertainty and increased the prejudice to him.
But the entire length of litigation is not our consideration; rather, "the relevant time
period for determining the reasonableness of a delay in substituting a party begins with
the statement noting the death and ends with the filing of the motion for substitution."
14
297 Kan. at 864. So, we are only concerned with assessing the reasonableness of the 57-
day delay.
Having dismissed of the parties' unconvincing points of argument, we are now left
with the primary question here—was the 57-day delay in substitution unreasonable? We
conclude it was not. Chad provided a practical explanation for the delay. His uncle died
on December 4, 2025, which is at the beginning of the winter holiday season. The
attorney who Norman had retained for the appeal at issue here did not practice probate
law, so Chad had to retain different counsel to assist him with the probate matters, at a
time of year when many professionals are operating at a more limited capacity. Once he
obtained counsel, he requested to be appointed as special administrator of Norman's
estate and was so appointed the following day, which also was the day after Bruce filed a
motion for involuntary dismissal. In the following 12 days, Chad's response to the motion
for involuntary dismissal was prepared and then duly filed, as was his motion for
substitution. And we also note that during this time Chad states he was handling his late
uncle's other affairs, planning his final arrangements, and mourning his uncle's death.
Given these real-world realities, we find that the 57-day delay in the substitution was not
unreasonable and proceed to address the arguments initially briefed on appeal.
II. The district court's order is final, and we possess jurisdiction over this appeal.
Chad argues that this appeal must be dismissed because we lack jurisdiction.
Specifically, he argues dismissal is necessary because the district court's journal entry is
not a final order as it neither judicially dissolved the partnership nor was the division of
the equipment clear. He insists the appeal should be dismissed so the district court can
enter a final judgment dissolving the partnership.
In response, Bruce suggests that Chad's argument is merely an attempt to have the
appeal dismissed so Chad can raise new issues to the district court. He contends that
15
Norman abandoned any claim for judicial resolution of the partnership by the time of trial
because he did not include it in his pretrial case management checklist and did not
mention KRUPA in his pretrial statement. Because the district court addressed all of
Norman's counterclaims that were pursued at trial, Bruce asserts the district court's order
is final, and we possess jurisdiction over this appeal.
Whether a district court's order is a final judgment is a legal question we review de
novo. Einsel v. Einsel, 304 Kan. 567, Syl. ¶ 2, 374 P.3d 612 (2016). Similarly, whether
jurisdiction exists is a question of law over which this court's scope of review is
unlimited. Shipe v. Public Wholesale Water Supply Dist. No. 25, 289 Kan. 160, 165, 210
P.3d 105 (2009). Parties cannot grant a court jurisdiction by stipulation, consent, or
waiver. Bartlett Grain Co. v. Kansas Corporation Comm'n, 292 Kan. 723, 726, 256 P.3d
867 (2011). "'[W]hen the record discloses lack of jurisdiction, it is the duty of the court to
dismiss the appeal.'" Benchmark Property Remodeling v. Grandmothers, Inc., 319 Kan.
227, 233, 553 P.3d 974 (2023) (quoting Materi v. Spurrier, 192 Kan. 291, 292, 387 P.2d
221 [1963]).
Under article 3, section 3 of the Kansas Constitution, this court has "appellate
jurisdiction as may be provided by law." Thus, the right of appeal is purely statutory.
Benchmark Property Remodeling, 319 Kan. at 233.
K.S.A. 60-2102(a)(4) provides that "appellate jurisdiction of the court of appeals
may be invoked by appeal as a matter of right from . . . [a] final decision in any action."
"Final decision" is not statutorily defined. But the Kansas Supreme Court has
"consistently recognized that the phrase is 'self-defining.'" 319 Kan. at 233. A "final
decision" is one that "'finally decides and disposes of the entire merits of the controversy
and reserves no further questions or directions for the future or further action of the
court.'" 319 Kan. at 233-34 (quoting Honeycutt v. City of Wichita, 251 Kan. 451, Syl. ¶ 1,
836 P.2d 1128 [1992]). The Kansas Supreme Court has also defined it as "an order that
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definitely terminates a right or liability involved in an action or that grants or refuses a
remedy as a terminal act in the case." Kaelter v. Sokol, 301 Kan. 247, 250, 340 P.3d 1210
(2015).
A close review of the district court's judgment in this case reveals what Chad
complains of—there was no explicit judicial termination of the partnership. While the
order denies the parties' monetary claims and counterclaims and then divides the farming
equipment between the two parties, the order is missing any overt statement finding "this
partnership is dissolved." Although the omission of such a statement is troubling, a
review of the district court's judgment reveals that the order reserved no further questions
for the future.
Bruce sought monetary damages and return of equipment while Norman, in his
trial brief, asked the district court for "damages against [Bruce], asserting an ownership
interest and return of certain farm machinery and equipment and legal dissolution of the
farming partnership assets." He then stated: "More specifically, evidence will be
presented to demonstrate the following" and then listed his claims for money damages,
ownership interest in farm equipment, and "an equitable division of the assets of the farm
operation partnership between [the parties]." The district court addressed both of Bruce's
claims and each of Norman's monetary counterclaims—denying them all. The court
found that the partnership had not dissolved in 2018, as Bruce claimed, and denied all
claims for monetary damages and proceeded to, in its view, equitably divide the assets
and equipment between the parties. We have no question that the district court was
terminating the parties' rights in the partnership and refusing to assess monetary damages
to either party, thereby granting or refusing a remedy as a terminal act. Kaelter, 301 Kan.
at 250. Nothing was left for the district court to do, as it had disposed of the parties'
claims.
17
Bruce claims that Norman abandoned any argument that he was seeking judicial
resolution of the partnership because he did not mention application of KRUPA at
pretrial. But Chad's argument on this issue is not application of KRUPA. Rather, his
argument is that the district court did not address his request for judicial dissolution of the
partnership, which is something that he requested in his trial position statement, just
before trial. His pursuit of judicial dissolution of the partnership was not waived.
Chad relies in part on Nicholson, 319 Kan. at 714, to argue that Bruce is simply
trying to "couch unpreserved statutory arguments as depriving" us of jurisdiction. But
this case is inapplicable to these circumstances. In Nicholson, the appellant argued for the
first time on appeal that the district court lacked subject matter jurisdiction over the
statutory garnishment action, and that because the district court lacked subject matter
jurisdiction, the appellate court likewise lacked jurisdiction. 319 Kan. at 714. But the
Kansas Supreme Court held that once subject matter jurisdiction is properly invoked, the
power to hear the case does not go away simply because the claim is flawed. Nicholson
had failed to state a claim upon which relief could be granted, but that did not mean the
court lacked jurisdiction to hear the case. 319 Kan. at 716-17. Here, though, Chad does
not question our jurisdiction by way of questioning the district court's jurisdiction. He
argues that we do not have jurisdiction because the order is not final. Nicholson is
inapplicable.
Although there is some merit to Chad's first argument that the district court failed
to explicitly terminate the partnership, the district court's order still fully disposed of the
parties' claims. We conclude that the order was final, and we possess jurisdiction over the
appeal. See Benchmark Property Remodeling, 319 Kan. at 233-34.
Next, Chad argues that the district court's order lacks the clarity needed for it to
constitute a final order. In its property division, the district court specifically addressed
each count of the petition, divided the partnership machinery and equipment, and
18
specified which party was responsible for "any debts, liens, encumbrances and liabilities
on said machinery and equipment."
A judgment "should be complete and certain in itself." Bandel v. Bandel, 211 Kan.
672, Syl. ¶ 3, 508 P.2d 487 (1973). And its format should indicate the court's decision
"with reasonable clearness" so the parties can "ascertain the extent to which their rights
and obligations are fixed, and so that the judgment is susceptible of enforcement." 211
Kan. 672, Syl. ¶ 3.
Chad complains that the second and third paragraphs of the judgment—which are
mirrors of each other, setting over property to each party—are not specific enough to
constitute final orders because they do not specify each item of property the district court
intended to award to each party. However, the following two paragraphs, in which the
district court lists the specific property to be exchanged, makes it clear that after the
exchange of the listed property all the partnership's property in possession of Bruce and
Norman is no longer partnership property and is now the personal property of each party.
Chad's argument ignores the district court's specific property allocation.
Besides, should Norman have found this allocation to be inadequate, he had "an
obligation to object to inadequate fact-findings and legal conclusions to preserve issues
for appeal." State v. Martin, 318 Kan. 538, 559, 544 P.3d 820 (2024) (citing Fischer v.
State, 296 Kan. 808, 825, 295 P.3d 560 [2013]). If Norman believed additional findings
were necessary for the order to be clear, K.S.A. 60-252(b) permits a party to bring a
motion for additional findings and for the district court to amend the judgment
accordingly. But no such motion was made here. "Where no objection is made, we
presume the trial court found all the facts necessary to support its judgment." Martin, 318
Kan. at 559 (citing Dragon v. Vanguard Industries, 282 Kan. 349, 356, 144 P.3d 1279
[2006]).
19
Because the order was sufficiently clear and final, we have jurisdiction over the
issues on appeal, and we continue to consider Chad's merits arguments regarding
KRUPA.
III. Necessary Application of the Kansas Revised Uniform Partnership Act
Chad makes two separate arguments relating to the application of KRUPA. First,
he explains that the district court erred in winding up the partnership by failing to follow
the governing statutes in KRUPA. Specifically, he argues that the district court should
have, sua sponte, applied KRUPA to use partnership assets to satisfy the partnership's
obligations, to account for assets and obligations in the partners' individual capital
accounts, and to distribute any surplus in those capital accounts to the partners. He asserts
that it was error for the district court to attempt to purely equitably divide partnership
assets instead of utilizing the winding up procedure in KRUPA and the 50/50 nature of
the partnership agreement.
Second, he argues the district court incorrectly classified property as individual
property when there was evidence that the property was purchased with partnership funds
and was, therefore, partnership property. He maintains that the district court erred in not
applying KRUPA's rebuttable presumption that property is partnership property if it is
obtained with partnership assets, even if the property is owned in an individual partner's
name.
Because these issues are closely intertwined and both utilize the same standard of
review and legal principles, we combine our analysis of Chad's second and third
arguments on appeal into a single issue.
In response, Bruce argues that this argument is not preserved for appeal because
Norman never asked the district court to utilize KRUPA when classifying and dividing
20
the property and winding up the partnership. He also argues that Norman invited any
error in the nonapplication of KRUPA because he never mentioned the Act below.
Further, Bruce argues that even if KRUPA were applicable, the district court did not
abuse its discretion in resolving Norman's counterclaims outside of KRUPA's structure
because the claims were resolved in an equitable manner.
We begin with Bruce's invited error and preservation arguments and then move to
the substance of Chad's argument on appeal.
Invited error does not prevent us from reaching the merits of this argument.
Whether the doctrine of invited error applies is a question of law subject to
unlimited review. State v. Slusser, 3