IN THE SUPREME COURT OF APPEALS OF WEST VIRGINIA


                   January 2016 Term

                                                        FILED
                                                     June 3, 2016
                                                       released at 3:00 p.m.
                       No. 15-0124                   RORY L. PERRY, II CLERK

                                                   SUPREME COURT OF APPEALS

                                                        OF WEST VIRGINIA





        SUGAR ROCK, INC.; GERALD D. HALL;

      IAMS GAS COMPANY; IAMS OIL COMPANY;

           CUTRIGHT GAS COMPANY; AND

               KEITH OIL COMPANY,

             Defendants Below, Petitioners



                            V.



     D. MICHAEL WASHBURN; LISA A. BUZZARD;

         CLAIRE ROBINSON; EDWIN L. DEEM;

        REA WEDEKAMM; MARY WAKEFIELD;

              KENNETH A. TOWNSEND;

           ANNA LEE TOWNSEND WELLS;

        CLYDE TOWNSEND; MICHAEL RUBEL;

                   JEROME RUBEL;

            KEITH WHITE, EXECUTOR OF

         THE ESTATE OF BERTIE C. COX; AND

                        J.F. DEEM,

              Plaintiffs Below, Respondents




      Appeal from the Circuit Court of Ritchie County

          Honorable Timothy L. Sweeney, Judge

                 Civil Action No. 11-C-61


             REVERSED AND REMANDED

                                Submitted: March 8, 2016

                                   Filed: June 3, 2016



W. Henry Lawrence                             James S. Huggins
Amy M. Smith                                  Daniel P. Corcoran
William J. O’Brien                            Thiesen Brock
Steptoe & Johnson PLLC                        Marietta, Ohio
Bridgeport, West Virginia                     Attorneys for the Respondents
Attorneys for the Petitioners


JUSTICE DAVIS delivered the Opinion of the Court.
                                SYLLABUS BY THE COURT




              1.        “A motion for summary judgment should be granted only when it is clear

that there is no genuine issue of fact to be tried and inquiry concerning the facts is not

desirable to clarify the application of the law.” Syllabus point 3, Aetna Casualty & Surety Co.

v. Federal Insurance Co. of New York, 148 W. Va. 160, 133 S.E.2d 770 (1963).



              2.        An obvious prerequisite to a dissolution of a partnership is its actual

existence at the time dissolution is sought.



              3.        Before a partnership may be dissolved, it is necessary to first ascertain

whether the party seeking dissolution is a partner in such partnership such that he/she may

seek its dissolution.



              4.        “A party who moves for summary judgment has the burden of showing

that there is no genuine issue of fact and any doubt as to the existence of such issue is resolved

against the movant for such judgment.” Syllabus point 6, Aetna Casualty & Surety Co. v.

Federal Insurance Co. of New York, 148 W. Va. 160, 133 S.E.2d 770 (1963).



              5.        “If there is no genuine issue as to any material fact summary judgment


                                                 i
should be granted but such judgment must be denied if there is a genuine issue as to a material

fact.” Syllabus point 4, Aetna Casualty & Surety Co. v. Federal Insurance Co. of New York,

148 W. Va. 160, 133 S.E.2d 770 (1963).




                                              ii
Davis, Justice:

              The petitioners herein and defendants below, Sugar Rock, Inc., et al.

(collectively, “Sugar Rock”),1 appeal from an order entered January 16, 2015, by the Circuit

Court of Ritchie County. By that order, the circuit court granted partial summary judgment

to the respondents herein and plaintiffs below, D. Michael Washburn, et al. (collectively, “the

Minority Partners”).2 More specifically, the circuit court determined that the subject parties’

partnerships should be dissolved and appointed a special receiver and a distribution company

to achieve this result. On appeal to this Court, Sugar Rock contends that the circuit court

erred by granting partial summary judgment because there exist genuine issues of material fact

and questions of law regarding the type of partnerships involved in this case, the parties who

are the partners thereof, whether the partnerships’ property includes leases, and whether the

procedural requirements for a decree of dissolution have been satisfied in this case. Upon a

review of the parties’ arguments, the record designated for appellate consideration, and the

pertinent authorities, we reverse the decision of the Ritchie County Circuit Court. To



              1
                The additional petitioners herein and defendants below are Gerald D. Hall,
President of Sugar Rock, Inc.; Iams Gas Company; Iams Oil Company; Cutright Gas
Company; and Keith Oil Company. For ease of reference, the petitioners will be collectively
referred to as “Sugar Rock” except where individual designation is needed.
              2
               The additional respondents herein and plaintiffs below are Lisa A. Buzzard;
Claire Robinson; Edwin L. Deem; Rea Wedekamm; Mary Wakefield; Kenneth A. Townsend;
Anna Lee Townsend Wells; Clyde Townsend; Michael Rubel; Jerome Rubel; Keith White,
Executor of the Estate of Bertie C. Cox; and J.F. Deem. For ease of reference, the
respondents will be referred to collectively as “the Minority Partners” except where the
context requires individual designation.

                                              1

summarize, we find that the circuit court erred by granting partial summary judgment because

there exist genuine issues of material fact so as to preclude summary disposition of this

matter. Accordingly, we reverse the circuit court’s award of partial summary judgment and

remand this case for further proceedings consistent with this opinion.



                                               I.


                      FACTUAL AND PROCEDURAL HISTORY


              The case sub judice originated when Clifton G. Valentine (“Mr. Valentine”)

filed the underlying litigation on November 14, 2011, in the Circuit Court of Ritchie County,

West Virginia, against Sugar Rock seeking a dissolution of the subject partnerships,3 alleging

them to be mining partnerships.4 While Mr. Valentine was the only plaintiff named in his suit,




              3
                The complaint alleged that Sugar Rock held the following majority interests
in the subject partnerships, with the named respondents owning minority interests therein:

                   Sugar Rock has a 64.844% interest in the Cutright Gas
              Company Partnership; a 73.4375% interest in the Iams Oil
              Company Partnership; a 68.75% interest in the Keith Gas
              Company Partnership; and a 75.78125% interest in the Iams Gas
              Company Partnership.

Further, the complaint averred that the partnerships each owned various oil and gas leases
and had constructed wells to mine said interests.
              4
                 For further details regarding Mr. Valentine’s companion litigation and his role
in the instant proceedings, see Valentine v. Sugar Rock, Inc., 234 W. Va. 526, 766 S.E.2d 785
(2014).

                                               2

he specifically referenced many of the respondents herein,5 attempting to obtain class action

status for his litigation against Sugar Rock. Several of these same respondents were added

as plaintiffs to the instant proceeding when the First Amended Complaint was filed on

December 1, 2011.6 Additional respondents were added as plaintiffs in the Second Amended

Complaint on September 19, 2012.7 The remaining respondents herein were added as

plaintiffs when the Third Amended Complaint was filed on or about December 17, 2014.8

The Third Amended Complaint also pled in the alternative, averring that the subject

partnerships were either mining partnerships or general partnerships.



              By order entered July 19, 2013, the circuit court granted the plaintiffs’ first

motion for partial summary judgment, concluding that the



              5
               The respondents herein who were listed as putative class members in Mr.
Valentine’s initial complaint are D. Michael Washburn; Lisa A. Buzzard; Claire Robinson;
Edwin L. Deem; Rea Wedekamm; Mary Wakefield; Michael Rubel; Jerome Rubel; and
Bertie C. Cox.
              6
              Namely, Claire Robinson, Edwin L. Deem, Rea Wedekamm, Mary Wakefield,
D. Michael Washburn, and Lisa A. Buzzard joined Mr. Valentine as plaintiffs in the parties’
First Amended Complaint. Though not named as plaintiffs in this filing, several additional
respondents herein were referenced in the First Amended Complaint as members of the
putative “Minority Partner Class.”
              7
              The Second Amended Complaint removed Mr. Valentine as a plaintiff and
added additional plaintiffs, and respondents herein, Kenneth A. Townsend, Anna Lee
Townsend Wells, and Clyde Townsend.
              8
              By the Third Amended Complaint, Keith White, as the Executor of the Estate
of Bertie C. Cox, and J.F. Deem were added as plaintiffs to the instant proceeding.

                                             3

              Defendants cannot assert the statute of frauds as a defense to
              Plaintiffs’ claims. The mines, leases, or lands of the Partnerships
              need not be titled in the name of each Plaintiff. Plaintiffs
              therefore need not produce a deed, will, or other written
              conveyance in order to prove that they are mining partners.

The circuit court also determined that the subject partnerships were common law mining

partnerships, and that the respondents herein are successors to the partnerships’ original

partners.9 Thereafter, this Court entertained a certified question in the companion case of

Valentine v. Sugar Rock, Inc., 234 W. Va. 526, 766 S.E.2d 785 (2014), clarifying the nature

and requirements of a mining partnership. Specifically, we held in Valentine that, “[f]or a

person to establish an ownership interest in a mining partnership, the Statute of Frauds

requires that the person show their interest was created or conveyed by a deed, will, or similar

written conveyance.” Syl. pt. 5, 234 W. Va. 526, 766 S.E.2d 785.



              The plaintiffs below filed a second motion for partial summary judgment,

requesting that certain leases be declared partnership property and seeking a dissolution of the

subject partnerships as well as the appointment of a special receiver and a distribution

company to accomplish the dissolution. By order entered January 16, 2015, the circuit court

determined that the partnerships, whether they be mining partnerships or general




              9
              It does not appear that Sugar Rock appealed from this partial summary
judgment order wherein the circuit court determined the subject partnerships to be mining
partnerships.

                                               4

partnerships,10 were not fulfilling their economic purpose of making a profit on the

partnerships’ oil and gas wells. Thus, the circuit court opined that, because the losses

attributable to these ventures had been continuing for approximately fifteen years, it was not

reasonable to expect them to suddenly become profitable or to earn a profit sufficient to

recoup the substantial losses they had incurred. Therefore, the circuit court determined that

the partnerships should be dissolved and, in doing so, determined that certain leases were

property of the partnerships. The circuit court additionally appointed a special receiver and

a distribution company to facilitate and oversee the partnerships’ dissolution. From this

adverse ruling, Sugar Rock appeals to this Court.




              10
               In this regard, the circuit court acknowledged this Court’s prior decision in
Valentine, 234 W. Va. 526, 766 S.E.2d 785, and found as follows:

               It appears from the facts in the record that most of the Plaintiffs herein
       (“Documented Plaintiffs”) have produced documentation sufficient to satisfy
       the statute of frauds but that some (“Undocumented Plaintiffs”) have not and
       cannot. Given that the Documented and Undocumented Plaintiffs have
       asserted claims related to the same Wells and Leases, the precise nature of the
       Partnerships at issue here, i.e., whether they be mining partnerships or general
       partnerships in mining, is unclear. For the reasons set forth below, however,
       this Court concludes that it need not resolve this issue for the purpose of
       considering Plaintiffs’ Second Motion for Summary Judgment.

                                               5

                                              II.


                                STANDARD OF REVIEW


              The case sub judice comes before this Court on appeal from the circuit court’s

order granting partial summary judgment. Summary judgment is proper “if the pleadings,

depositions, answers to interrogatories, and admissions on file, together with the affidavits,

if any, show that there is no genuine issue as to any material fact and that the moving party

is entitled to a judgment as a matter of law.” W. Va. R. Civ. P. 56(c). Accord Syl. pt. 5,

Wilkinson v. Searls, 155 W. Va. 475, 184 S.E.2d 735 (1971) (“A motion for summary

judgment should be granted if the pleadings, exhibits and discovery depositions upon which

the motion is submitted for decision disclose that the case involves no genuine issue as to any

material fact and that the party who made the motion is entitled to a judgment as a matter of

law.”). Thus, “[a] motion for summary judgment should be granted only when it is clear that

there is no genuine issue of fact to be tried and inquiry concerning the facts is not desirable

to clarify the application of the law.” Syl. pt. 3, Aetna Cas. & Sur. Co. v. Federal Ins. Co. of

New York, 148 W. Va. 160, 133 S.E.2d 770 (1963).



              We previously have defined the standard of review applicable to a circuit court’s

award of summary judgment as follows: “A circuit court’s entry of summary judgment is

reviewed de novo.” Syl. pt. 1, Painter v. Peavy, 192 W. Va. 189, 451 S.E.2d 755 (1994). By

equal measure, “[a]ppellate review of a partial summary judgment order is the same as that


                                               6

of a summary judgment order, which is de novo.” Syl. pt. 1, West Virginia Dep’t of Transp.,

Div. of Highways v. Robertson, 217 W. Va. 497, 618 S.E.2d 506 (2005). Guided by this

standard, we proceed to consider the parties’ arguments.



                                              III.

                                       DISCUSSION

              The pivotal issue in this case is whether the circuit court erred by ordering the

dissolution of the parties’ partnerships. In rendering its ruling, the circuit court opined that

it need not determine the precise nature of the partnerships at issue herein by denominating

them as either mining partnerships or general partnerships insofar as all types of partnerships

are governed by and subject to the provisions of the Revised Uniform Partnership Act

(“RUPA”), W. Va. Code § 47B-1-1 et seq. Specifically, the circuit court explained that

                      [i]t appears from the facts in the record that most of the
              Plaintiffs herein (“Documented Plaintiffs”) have produced
              documentation sufficient to satisfy the statute of frauds but that
              some (“Undocumented Plaintiffs”) have not and cannot.11 Given
              that the Documented and Undocumented Plaintiffs have asserted
              claims related to the same Wells and Leases, the precise nature
              of the Partnerships at issue here, i.e., whether they be mining
              partnerships or general partnerships in mining, is unclear. For


              11
                It appears that not all the assignments to the Documented Plaintiffs’
predecessors were recorded. It certainly seems plausible that the Undocumented Plaintiffs’
predecessors might also have received an assignment over 50 years ago and failed to record
it, which would explain their inability to produce documentation today. Although not pled,
the Doctrine of Lost Instruments recognizes such a possibility and provides relief therefor
under certain circumstances.

                                               7

              the reasons set forth below, however, this Court concludes that
              it need not resolve this issue for the purpose of considering
              Plaintiffs’ Second Motion for Summary Judgment.

(Footnote in original). The circuit court additionally observed that

                      [t]he Supreme Court of Appeals held in Valentine that “for
              a person to establish an ownership interest in a mining
              partnership, the statute of Frauds requires the person to show
              their interest was created or conveyed by a deed, will, or similar
              written conveyance.” Id. at 40. The Supreme Court of Appeals
              went on, however, explaining that a member of a general
              partnership that owns and operates oil and gas wells under a
              mineral lease is not subject to the same requirement. Id. at
              40-41. . . . Thus, even if certain Plaintiffs herein are unable to
              show their interest in a mining partnership in accordance with the
              requirements of the Statute of Frauds, the law does not bar them
              from requesting relief as members of a general partnership.

(Emphasis in original; footnote omitted). In its arguments to this Court, Sugar Rock contends

that the circuit court erred by refusing to determine the precise type of partnerships at issue

herein because such a determination is essential to ascertaining the partners thereof, the

resolution of which is a necessary prerequisite to ordering their dissolution. By contrast, the

Minority Partners assert that the circuit court committed no error.



              In our prior opinion in Valentine, we considered what types of partnerships are

subject to the provisions of the RUPA and ultimately determined that the RUPA governs all

types of partnerships. Reiterating the language of the Act, we observed that “[t]he West

Virginia Legislature adopted RUPA in 1995, and stated that RUPA ‘governs all partnerships’

in existence before, on, or after July 1, 1995. W. Va. Code § 47B-11-4 [1996].” Valentine,

                                              8

234 W. Va. at 540, 766 S.E.2d at 799 (footnote omitted). Hence, the circuit court was correct

in its initial observation that the precise nature of the partnership at hand is immaterial given

that RUPA provides essential rules that pertain equally to both mining and general

partnerships:

                       The opinion of the West Virginia Supreme Court of
                Appeals in Valentine states that the Revised Uniform Partnership
                Act (“RUPA”) “governs all partnerships.” Id. at 43. Thus, while
                the Supreme Court of Appeals recognized that there are some
                differences between mining partnerships and general partnerships
                in mining, those differences do not appear to make any material
                difference in determining whether or not Plaintiffs are entitled to
                a dissolution.

We disagree with the circuit court’s conclusion, however, that the nature of the subject

partnerships need not be determined as a prerequisite to dissolving the same.



                The relief ultimately sought by the Minority Partners is the dissolution of the

subject partnerships, and this termination of partnership affairs also is governed by RUPA.

Specifically, the Minority Partners have sought to dissolve the partnerships through a judicial

determination. Pursuant to W. Va. Code § 47B-8-1(5) (1995) (Repl. Vol. 2015),

                       [a] partnership is dissolved, and its business must be
                wound up, only upon the occurrence of any of the following
                events:

                        ....

                        (5) On application by a partner, a judicial determination
                that:


                                                9

                             (i) The economic purpose of the partnership
                     is likely to be unreasonably frustrated;

                            (ii) Another partner has engaged in conduct
                     relating to the partnership business which makes it
                     not reasonably practicable to carry on the business
                     in partnership with that partner; or

                            (iii) It is not otherwise reasonably
                     practicable to carry on the partnership business in
                     conformity with the partnership agreement[.]

However, by the very terms of this statutory language, only a partner may seek judicial

dissolution of a partnership.



              This condition is problematic given that, without identifying the type of

partnerships at issue in this case, we are unable to ascertain the members thereof and, thus,

who may seek the partnerships’ dissolution. That is, each of the types of partnerships that the

circuit court has considered as defining the parties’ current business relationship is

accompanied by its own unique parameters of partnership status. To be a member of a mining

partnership, for example, a partner must produce written documentation of his/her partnership

interest. Thus, “[f]or a person to establish an ownership interest in a mining partnership, the

Statute of Frauds requires that the person show their interest was created or conveyed by a

deed, will, or similar written conveyance.” Syl. pt. 5, Valentine v. Sugar Rock, Inc., 234

W. Va. 526, 766 S.E.2d 785.




                                              10

              Moreover, a member of a general partnership becomes dissociated upon his/her

death such that that member no longer has a membership interest in the partnership that can

pass to his/her heirs or beneficiaries. In this regard, W. Va. Code § 47B-6-1(7)(i) (1995)

(Repl. Vol. 2015) specifically states that “[a] partner is dissociated from a partnership upon

the occurrence of any of the following events: . . . . In the case of a partner who is an

individual: (i) The partner’s death[.]” Cf. Syl. pt. 1, Park v. Adams, 114 W. Va. 730, 173 S.E.

785 (1934) (“A mining partnership is not terminated by the death of a partner.”).12


              12
                This noted distinction between the effect of a partner’s death upon a
partnership’s continued viability, i.e., wherein a partner’s death results in the dissolution of
a general, or ordinary, partnership but does not produce a similar result in the status of a
mining partnership, has been explained as follows:

              One leading distinction between the mining partnership and the
              general one is that the general one has, as a material element of
              its membership, a delectus personæ (choice of person), while
              the other has not. Those forming an ordinary partnership select
              the persons to form it, always from fitness, worthiness of
              personal confidence; but we know such is not always or often
              the case in oil ventures. It is because of this delectus personæ
              that the law gives such wide authority of one member to bind
              another by contracts, by notes, and otherwise. One is the chosen
              agent of the other. Hence, when one member dies or is
              bankrupt, or sells his interest to a stranger, even to an associate,
              the partnership is closed, one chosen member is gone, the union
              broken, because he may have been the chief dependence for
              success, and the new comer may be an unacceptable person,
              who would entail failure upon the firm. In the mining
              partnership those occurrences make no dissolution, but the
              others go on; and, in case a stranger has bought the interest of a
              member, the stranger takes the place of him who sold his
              interest, and cannot be excluded. If death, insolvency, or sale
                                                                                     (continued...)

                                               11

              In this case, the parties have raised genuine issues of material fact that call into

question the Minority Partners’ status both as members of a mining partnership, because

certain of the Minority Partners cannot produce written documentation of their partnership

interest, and as members of a general partnership, because many of the Minority Partners

claim to have received their partnership interest from a deceased original partner.13

Furthermore, Sugar Rock suggests that, perhaps, the parties’ current business relationship is

not really a partnership at all, but, rather, some other type of arrangement such as common

interests in mining.




              12
               (...continued)

              were to close up vast mining enterprises, in which many persons

              and large interests participate, it would entail disastrous

              consequences.


Childers v. Neely, 47 W. Va. 70, 73-74, 34 S.E. 828, 829 (1899). Accord Blackmarr v.
Williamson, 57 W. Va. 249, 253, 50 S.E. 254, 256 (1905) (“[A] mining partnership differs
from an ordinary partnership in the fact that no contract between the partners is necessary to
create it; that there is no delectus personarum, so that the death of a member or the transfer
of his interest does not operate as a dissolution, and that there are no rights of survivorship.
Because of the absence of these features, mining partnerships have been said not to be true
partnerships, but rather a cross between tenancies in common and partnerships proper.”
(internal quotations and citation omitted)).
              13
                Moreover, under RUPA, a partnership also can arise through the parties
working together as a joint enterprise such that yet a different type of partnership may be at
issue herein. See W. Va. Code § 47B-2-2(a) (1995) (Repl. Vol. 2015) (indicating that “the
association of two or more persons to carry on as coowners a business for profit forms a
partnership, whether or not the persons intend to form a partnership”). See also W. Va. Code
§ 47B-2-2(c) (noting that, unless certain enumerated conditions are present, “[a] person who
receives a share of the profits of a business is presumed to be a partner in the business”).

                                               12

               Yet, it is axiomatic that, in order for partners to seek dissolution of a

partnership, they must first be identified as such. And, before a partnership’s partners can be

identified, the existence of a partnership, itself, must be found in the first instance. It has been

recognized, and we expressly hold, that “an obvious prerequisite to a dissolution of a

partnership is its actual existence at the time dissolution is sought.” Cross v. O’Heir, 993

N.E.2d at 1107 (internal quotations and citation omitted). Accord Morrow v. McCaa

Chevrolet Co., 231 Ark. 497, 501, 330 S.W.2d 722, 724 (1960); Schlossberg v. Corrington,

80 Ill. App. 3d 860, 864, 400 N.E.2d 73, 75 (1980) (same). A necessary corollary to this

principle, and an additional holding herein, is that before a partnership may be dissolved, it

is necessary to first ascertain whether the party seeking dissolution is a partner in such

partnership such that he/she may seek its dissolution. See, e.g., Soler v. Secondary Holdings,

Inc., 832 So. 2d 893, 896 (Fla. Dist. Ct. App. 2002) (noting that before alleged partner could

request accounting upon dissolution of partnership, he must first establish his partnership

status).



               Thus, before the subject partnerships may be dissolved, a determination must

be made as to (1) the type of partnerships, if any, at issue and (2) the members thereof insofar

as partnership status is a prerequisite to seeking a partnership’s dissolution. To establish an

entitlement to summary judgment, the moving party must demonstrate that he/she is entitled

to judgment as a matter of law and that there exists no genuine issue of material fact to


                                                13

preclude judgment in the movant’s favor. In other words, “[a] party who moves for summary

judgment has the burden of showing that there is no genuine issue of fact and any doubt as

to the existence of such issue is resolved against the movant for such judgment.” Syl. pt. 6,

Aetna Cas. & Sur. Co. v. Federal Ins. Co. of New York, 148 W. Va. 160, 133 S.E.2d 770.

This is so because “[t]he question to be decided on a motion for summary judgment is whether

there is a genuine issue of fact and not how that issue should be determined.” Syl. pt. 5, id.

                      Roughly stated, a “genuine issue” for purposes of West
              Virginia Rule of Civil Procedure 56(c) is simply one half of a
              trialworthy issue, and a genuine issue does not arise unless there
              is sufficient evidence favoring the non-moving party for a
              reasonable jury to return a verdict for that party. The opposing
              half of a trialworthy issue is present where the non-moving party
              can point to one or more disputed “material” facts. A material
              fact is one that has the capacity to sway the outcome of the
              litigation under the applicable law.

Syl. pt. 5, Jividen v. Law, 194 W. Va. 705, 461 S.E.2d 451 (1995). Therefore, “[i]f there is

no genuine issue as to any material fact summary judgment should be granted but such

judgment must be denied if there is a genuine issue as to a material fact.” Syl. pt. 4, Aetna,

148 W. Va. 160, 133 S.E.2d 770.



              In the case sub judice, before a ruling may be made upon the propriety of the

circuit court’s dissolution order, two critical factual issues must be determined: (1) the type

of partnerships, or other business relationship, involved in this case and (2) the partnerships’

members entitled to seek its dissolution. It has been noted that “[t]he burden of proving the


                                              14

existence of the partnership rest[s] with [the] plaintiff[s seeking dissolution,] and if [they]

failed to satisfy this requirement[, they] would not be entitled to the other relief sought.”

Brotherton v. Kissinger, 550 S.W.2d 904, 907 (Mo. Ct. App. 1977) (internal citation omitted).

Here, the Minority Partners have failed to present evidence sufficient to resolve either of these

factual disputes. Thus, where there remains to be resolved a crucial factual determination, a

genuine issue of material fact exists so as to preclude an award of summary judgment. Syl.

pt. 3, Painter, 192 W. Va. 189, 451 S.E.2d 755 (“The circuit court’s function at the summary

judgment stage is not to weigh the evidence and determine the truth of the matter, but is to

determine whether there is a genuine issue for trial.”). Given that the crucial initial issue of

the specific type of partnerships at issue herein has not yet been determined, such that the

members thereof permitted to request their dissolution also have not been established, there

exist genuine issues of material fact so as to render summary disposition of this case improper.

Accordingly, we reverse the circuit court’s order granting partial summary judgment to the

Minority Partners and ordering the dissolution of the subject partnerships and remand this

case for further proceedings consistent with this opinion.




                                               15

                                             IV.


                                      CONCLUSION


              For the foregoing reasons, the January 15, 2015, order of the Circuit Court of

Ritchie County is hereby reversed, and the case is remanded for further proceedings consistent

with this opinion.



                                                                   Reversed and Remanded.




                                             16

