Dimas v. Stergiadis

Bankruptcy Ct. did not err in granting creditor’s proof of claim in amount of $618,974 against debtor in bankruptcy proceeding, where creditor, who was business partner of debtor in failed LLC business, alleged that partners of said business had implied-in-fact contract to equalize capital contributions made to said business, and that said claim was necessary to achieve said equality. Ct. rejected debtor’s contention that relevant operating agreement precluded existence of implied-in-fact contract to equalize capital contributions, or that Bankruptcy Ct. erred in relying on extrinsic evidence to find that implied-in-fact contract existed among instant business partners. Use of extrinsic evidence was appropriate, where plain language of agreement did not demonstrate that it was complete expression of company’s members’ agreement. Fact that agreement limited members’ recovery to company’s assets upon dissolution did not require different result. Also, Dist. Ct. could properly look to fact that debtor sought equal contributions from other members for debtor’s $32,000 payment as evidence that members had entered into implied-in-fact equalization contract.