Under Idaho law that preceded adoption of RUPA, partners generally could not maintain actions at law among themselves regarding partnership business until after the partnership was wound up and an accounting was performed. Mays v. Davis, 132 Idaho 73, 75, 967 P.2d 275, 277 (1998) (citing Haskins v. Curran, 4 Idaho 573, 579, 43 P. 559, 561 (1895)); See generally Annotation, Actions at Law Between Partners and Partnerships, 21 A.L.R. 21 (1922); 58 A.L.R. 621 (1929); 168 A.L.R. 1088 (1947). "The reason for the rule which denies to one partner the right to sue another at law before a settlement is had is apparent.
"Winding up is the process of settling partnership affairs after dissolution, and generally involves an accounting and liquidation of the partnership's assets." Mays v. Davis, 132 Idaho 73, 75, 967 P.2d 275, 277 (1998) (citing Kelly v. Silverwood Estates , 127 Idaho 624, 628, 903 P.2d 1321, 1325 (1995) ; Arnold , 113 Idaho at 790, 747 P.2d at 1319 ). The object of an accounting is to determine the value of each partner's interest in the partnership as of the date of dissolution and establish whether the partnership has any profits or losses.
The Court does not set aside a district court's findings of fact unless they are clearly erroneous. Mays v. Davis, 132 Idaho 73, 75, 967 P.2d 275, 277 (1998) (citing I.R.C.P. 52(a)). Even where conflicting evidence exists, the Court will not disturb the trial court's findings and conclusions where based upon substantial evidence.
Dissolution does not result in the termination of a partnership. Uniform Partnership Law, Title 53, Chapter 3. This Court analyzed the process of terminating a partnership relationship in Mays v. Davis, 132 Idaho 73, 75, 967 P.2d 275, 277 (1998), noting the following: The dissolution of a partnership "is the change in the relation of the parties caused by any partner ceasing to be associated in carrying on as distinguished from the winding up of the business."
The trial court properly determined that Rowley was entitled to profits earned during the entire existence of the joint venture. Cf. Mays v. Davis, 132 Idaho 73, 967 P.2d 275 (1998) (where dissolution of a partnership occurs upon the voluntary withdrawal of a partner, the value of the partner's interest in the partnership is ascertained as of the date of dissolution). VI. ROWLEY IS ENTITLED TO ATTORNEY FEES AND COSTS ON APPEAL PURSUANT TO I.C. ยง 12-121.