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Click here for the full text of this decision FACTS:Brothers Franco and Jean Boulle had related and independent businesses in the diamond mining industry. The Boulle Group and the Boulle Partnerships conducted many of the activities. The partnership in turn, carried on some of its activities through Exdiam with other investors. Exdiam held bidding rights on a state parked in Arkansas, and it had a joint with a subsidiary of Sunshine Mining Group. The Boulle Group entered into a different venture with Sunshine in Sierra Leone. The Boulles and Sunshine ended up in litigation, from which the Boulles won a settlement. Under the settlement’s terms, Sunshine conveyed its own interest in the Arkansas project to the Boulle Group Franco and Jean had a falling out during the Sunshine litigation. Jean sent Franco a letter on Aug. 20, 1991, stating that the partnership had been dissolved eight months earlier, but because of the litigation, the brothers did not sit down to resolve the partnership’s end until April 1992. The brothers attempted to divide assets and debts, including rights to the Sunshine litigation settlement. On June 22, 1992, the brothers signed an agreement representing the division and including a provision requiring Jean to assign to Franco a 5 percent interest in the net revenues received by Jean from the project Franco was transferring his interest on, with a maximum payment of $5 million due. Jean paid Franco $45,000 to assume Franco’s liabilities but did not assign Franco any interest under the 5 percent provision. Jean transferred approximately 85 percent of the partnership’s former interest in the Arkansas deal to Jean’s company, Diamond Mining Co. of America. Another of Jean’s companies, Maria Investment Limited, held stock in DMCA. Through a series of purchases, transfers and acquisitions over the next three years, Jean eventually conveyed interests he held in a nickel mine to a Canadian company for $3.7 billion. Jean received stock in the mining company valued at more than $250. In 1998, Franco sued Jean for what he said he was owed from this final transfer under the 5 percent provision. Franco alleged claims for breach of contract, fraud, rescission, breach of fiduciary duty and a partnership accounting. Jean filed traditional and no-evidence motions for summary judgment, and the trial court granted it, ruling that Franco take nothing. On appeal, Franco says a fact issue existed on his breach of contract and fraud claims. He also challenges the applicability of the four-year statute of limitations to his breach of contract, fraud and accounting claims. HOLDING:Affirmed in part; reversed and remanded in part. On appeal, Jean argues that Franco never owned and thus could not transfer an interest in most of the projects at issue. Furthermore, the one project Franco did have an interest in never generated any “net revenue” to trigger the 5-percent provision. The answer to this and many other questions raised by the parties lies in construing what each party’s rights and obligations under the 5-percent provision were. The court finds that both parties offer reasonable interpretations of the word “revenue,” “receive” and the phrase “net revenue” under the provision. The court says it is unable to discern as a matter of law what the parties intended their respective rights and obligations to be under the 5-percent provision. Accordingly, summary judgment on this issue was improper. Franco’s breach of contract claim accrued when Jean first failed to pay him 5 percent of the net revenue from a relevant project. But as discussed above, the terms of the 5-percent provision are ambiguous as to whether and when Franco was entitled to payment and whether and when Jean was obligated to pay. Therefore, summary judgment for Jean on the breach of contract claim based on limitations grounds was improper as well. Noting that Franco’s fraud claim is also based on the 5-percent provision, the court says it “cannot begin to determine the most fundamental question in the fraud case: whether a false statement was made in reference to the provision.” Summary judgment on this ground was improper, as was summary judgment based on limitations as applied to the fraud claim. Summary judgment was proper, however, on Franco’s request for a partnership accounting. The agreement the parties signed when they dissolved the partnership did not mention or imply an agreement on accounting. Therefore Franco’s right to demand an accounting from Jean accrued the day the partnership was dissolved, which was more than four years before Franco filed his suit. OPINION:FitzGerald, J.; Morris, FitzGerald and Francis, JJ.

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