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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Frost v. Spencer (10/16/2009) sp-6425

Frost v. Spencer (10/16/2009) sp-6425, 218 P3d 678

     Notice:   This opinion is subject to correction  before
     publication  in  the  Pacific  Reporter.   Readers  are
     requested to bring errors to the attention of the Clerk
     of  the  Appellate  Courts, 303  K  Street,  Anchorage,
     Alaska 99501, phone (907) 264-0608, fax (907) 264-0878,
     e-mail corrections@appellate.courts.state.ak.us.


            THE SUPREME COURT OF THE STATE OF ALASKA

CATHY M. FROST, )
) Supreme Court Nos. S- 12577/12587
Appellant/Cross-Appellee, )
) Superior Court No. 3AN-05- 5283 CI
v. )
) O P I N I O N
JOHN S. SPENCER, )
) No. 6425 October 16, 2009
Appellee/Cross-Appellant. )
)
          Appeal  from the Superior Court of the  State
          of    Alaska,   Third   Judicial    District,
          Anchorage, Sharon L. Gleason, Judge.

          Appearances:    Michael  A.  Grisham,   Allen
          Clendaniel, Dorsey & Whitney LLP,  Anchorage,
          for   Appellant/Cross-Appellee.   Robert   C.
          Erwin,  Palmier ~ Erwin, LLC, Anchorage,  for
          Appellee/Cross-Appellant.

          Before:    Fabe,  Chief  Justice,   Matthews,
          Eastaugh, Carpeneti, and Winfree, Justices.

          PER CURIAM
          MATTHEWS,  Justice,  with  whom  FABE,  Chief  Justice,
joins, concurring.
          EASTAUGH, Justice, concurring.


I.   INTRODUCTION
          Cathy Frost and John Spencer, friends who were at times
romantically  involved,  ran a business together  from  the  late
1980s  to  the  early  2000s.   When their  working  relationship
deteriorated,  Spencer  sued  for  division  of  the  partnership
property under the law of domestic relations.  Frost agreed to  a
dissolution  of their business partnership under a framework  for
the  equitable distribution of assets and liabilities.  But after
trial  the  superior court declared that it was bound instead  to
resolve the case under partnership law.  The court permitted  the
parties to submit written responses to its ruling but declined to
hold another evidentiary hearing before issuing a final decision.
Frost  appeals on several grounds. Because Frost should have  had
the  opportunity  to present evidence after the  court  announced
that  different  law governed the case, we reverse  the  superior
courts  denial  of Frosts request for a supplemental  evidentiary
hearing and remand for further proceedings.
II.  FACTS AND PROCEEDINGS
          Cathy  Frost  and  John  Spencer,  friends  since  high
school,  started  a  business together in  1988  or  1989.   That
business,  called  Footloose Alaska,  initially  provided  guided
hunting  expeditions and then expanded to offer  catered  events,
including weddings.  Frost and Spencer acquired real property  in
Girdwood, the Raven Glacier Lodge, as a location to house clients
before flying them to remote areas for hunting trips and for  use
as the site of their catered events.  That property was titled in
Spencers name because of residual financial complications from  a
prior  business  in  which  Frost had been  a  partner  with  her
deceased  husband, but the parties agree that they purchased  the
lodge  together.  Frost and Spencer also purchased Farewell  Lake
Lodge  from Frosts parents.  The two partners had different roles
in running Footloose Alaska:  Spencer did all the flying and bush
logistics   and  guiding,  the  carpentry,  architectural   work,
landscaping, aircraft repair and maintenance, and Frost  did  the
marketing,  the  food service, [and] the public  relations.   The
record  does  not  indicate that they had a  written  partnership
agreement.
          Before   and   at   the  beginning  of   the   business
partnership,  Frost  and  Spencer were sporadically  romantically
involved.   There is no evidence in the record, nor  does  either
party now assert, that they ever lived together.
          By  2003  Frost and Spencer no longer had a functioning
professional  relationship.1  In February 2005  Spencer  filed  a
complaint  against Frost requesting a dissolution of the  parties
partnership  interests and a division of their  jointly  acquired
real  and  personal properties.  The complaint stated  that  [i]n
1985, the parties entered into a personal relationship and during
the  course  of  same,  acquired,  as  partners,  real  property,
personalty  and  incurred  certain indebtedness,  but  now  [t]he
parties  personal relationship has terminated.  In response,  the
superior  court  served  the parties with  a  domestic  relations
procedural  order.  The case proceeded as though it  concerned  a
domestic  partnership,  at  first because  the  court  apparently
thought Spencer had properly characterized it as such,2 and later
because  the parties agreed to treat it as some kind of  domestic
relations  case even after the court recognized the error.   That
agreement was explicit: during trial, Spencers attorney noted  on
the  record that he would not present evidence to prove that  the
partnership   was  domestic  because  Frost  had  accepted   that
classification  in her amended trial brief; that brief  expressly
          adopts Spencers description of the matter by stating that Mr.
Spencer  has  asked for an equitable dissolution  and  Ms.  Frost
agrees.3
          In  May  2006,  after  preliminary proceedings  largely
regarding   the   liability  insurance  on  and  possession   and
maintenance of Raven Glacier Lodge, the case went to trial.   The
court  informed the parties that each side would have three hours
and  forty-five minutes total to present its case.  As  the  case
progressed,  the court clerk kept track of time, and  at  several
breaks  the  court  reported to the parties  how  many  of  their
allotted minutes they had used.  Frost made motions for more time
during and after the trial, which the superior court denied,  and
at  other  points Frost and her attorney noted that the time  was
insufficient  to  present all the evidence  they  wanted  to  put
before the court.
          Spencer  served as the main witness on his own  behalf.
After   answering  preliminary  questions  about   his   personal
background,  he  described  the acquisition  and  maintenance  of
several  planes  that  he believed were his  property  but  Frost
argued were partnership assets.  He answered questions about  the
purchase of the real property Footloose Alaska used, as  well  as
loans  he and Frost had received from the bank and family members
to  begin  the business.  He also testified to small expenditures
he  had  made out of personal funds for the benefit of  Footloose
Alaska.  Frosts attorney asked Spencer on cross-examination about
his  work  for  the  business, tax refunds he received  in  years
Footloose Alaska lost money, and the status of the title to Raven
Glacier Lodge.
          Spencers  attorney called several additional witnesses.
Four  appraisers testified to the values of Farewell Lake  Lodge,
Raven  Glacier  Lodge,  personalty at Raven  Glacier  Lodge,  and
airplanes  Spencer owned while Footloose Alaska was in operation.
David  William Spencer, John Spencers younger brother,  testified
that  Spencer  put significant effort into Footloose  Alaska  and
that  David  had  made  loans totaling approximately  $15,000  to
Spencer  and $25,000 to Footloose Alaska, none of which had  been
repaid.
          Frost  also  put on witnesses.  A seasonal employee  at
Raven Glacier Lodge testified about the amount of work Frost  and
Spencer  put  into  Footloose  Alaska  while  he  worked   there,
describing  the  shifting focus of the business  toward  weddings
rather  than  guiding  hunts,  as  well  as  Spencers  decreasing
involvement in the early 2000s.  Frosts mother took the stand  to
state  that she and her husband had sold Farewell Lake  Lodge  to
Frost and Spencer at a $270,000 discount and they considered that
amount   part  of  their  daughters  inheritance.    Frost   also
testified; she described financial benefits Spencer received from
Footloose  Alaska, such as money for repairs to his  planes,  and
claimed  to  have  invested  her Permanent  Fund  Dividends  into
Footloose  Alaska.   She  also talked about  Spencers  decreasing
involvement  in  the  business.  Her  direct  examination  ended,
though she stated that we have more witnesses and theres so  much
I  havent  been  able  to say, because her  attorney  decided  to
reserve  the remaining ten minutes the court allotted to  make  a
          closing statement.
          Frosts  attorney  argued in closing  that  the  parties
behavior   in  particular, Spencers benefitting financially  from
owning Footloose Alaska despite having ceased to contribute labor
and  Frosts continuing to work tirelessly to host weddings at the
lodge   indicated that their arrangement was for  Frost  to  work
toward  full ownership of Raven Glacier Lodge.  Spencers attorney
spoke  in  closing about the values of the partnership  property,
arguing   that   certain  personalty  did  not  belong   to   the
partnership,  and about which party should retain  possession  of
each item on his list.
          On  June  9,  2006,  the superior  court  informed  the
parties  that it would be reversible error to apply  the  law  of
domestic  partnership  to  the case.   The  court  noted  it  was
undisputed these two parties did not live together.  The superior
court stated that the presumption under Alaska law is that assets
acquired  during a co-tenancy or a partnership are to be  .  .  .
divided 50/50 in the absence of an indication of an agreement  to
the  contrary.  Because the court was certainly provided with  no
written  agreement indicating any contrary intention between  the
two  parties and did not hear any testimony of either party  that
there  was  something  different  intended  with  regard  to  the
acquisition of these assets, it decided to divide the partnership
assets  equally.  The court believed that the parties failure  to
offer  evidence of whats been contributed by each party  to  this
partnership financially, or to present any information  regarding
capital  accounts, reinforced its decision to divide the existing
assets.   The  court then recited which property it believed  was
part of the business, stated the value of each partnership asset,
and  calculated  that Frost was to pay Spencer  $483,1964  as  an
equalization  payment because the property of which  she  was  to
retain  ownership   including the two lodges  was  more  valuable
than  what Spencer was to keep.  This calculation did not  accord
any  reduction  for the theory that . . . some component  of  the
value  [of  Farewell Lake Lodge] was inherited  property  to  Ms.
Frost.    The  court  told  the  parties  that  because  it   was
unexpectedly basing its decision on partnership law, this outcome
was  tentative pending any written responses to the  ruling  they
chose to submit.
          Frost  filed  an  objection  to  the  courts  decision,
contesting  the courts application of law, noting factual  issues
about  which  the  court had not heard sufficient  evidence,  and
requesting  a supplemental evidentiary hearing.  She argued  that
partnership law provided for her purchase of Spencers interest in
the business at its value on the date of dissolution and that the
court had not determined that date.  She further argued that  the
law  required  establishing the value of  each  partners  capital
contributions   to   the  business  rather  than   dividing   the
partnership  assets;  thus,  there  were  various  relevant   but
undeveloped  facts, including personal loans  Frost  and  Spencer
took to gather funds for the business and Frosts contribution  of
her  inheritance in the form of a discount in the purchase  price
for  Farewell Lake Lodge.  Spencer filed a response, arguing that
the  court needed only to find the assets and liabilities of  the
          partnership, which it did, and noting that defendant had ample
time pre-trial and during the trial to develop her case.
          On  July  12,  2006,  the  court  made  its  previously
announced  decision  final. The court rejected  Frosts  objection
because neither party had established by a preponderance  of  the
evidence  that  there  is  anything  different  than  a[n]  equal
partnership  with  respect to capital  accounts,  and  Frost  had
failed to prove by a preponderance of the evidence that there was
a deflation in the purchase price of the Farewell Lake Lodge.5
          Frost  moved  for both reconsideration of the  judgment
and  a  new  trial.  The superior court denied  both  motions  in
December 2006.
          Both parties appealed.
III. STANDARD OF REVIEW
          The  dispositive issue in this appeal  is  whether  the
superior court erred in denying Frosts request for a supplemental
evidentiary hearing.  This is a question of law, which we  review
de novo.6
IV.  DISCUSSION
     The  Court  Abused Its Discretion in Denying a  Supplemental
     Evidentiary Hearing.
     
          Frost  primarily argues in this appeal that the  courts
decision to resolve this case based on business partnership  law,
despite  the parties explicit agreement and expectation that  the
resolution   would  rest  on  domestic  relations   or   domestic
partnership  law,  violated her right to due  process  under  the
Alaska  Constitution.7  She contends that the  courts  post-trial
decision  to apply a different body of substantive law  than  she
anticipated meant that different evidence would be significant to
the  outcome  of  the case.  She also argues  that  the  superior
courts  refusal to extend her trial time or to grant a new  trial
violated  due  process because the strict time limits  at  trial,
considered  in light of the additional evidence made  significant
by  the  application  of  partnership  law,  prevented  her  from
presenting  relevant information to the court.  Spencer  responds
that  Frost was on notice that the court had before it the  issue
of  what law applied.  He also notes that he was subject  to  the
same  time limitations Frost faced at trial and argues  that  the
court  appropriately  used  its  discretion  in  controlling  the
presentation of evidence.
          Subsumed  within Frosts due process claim  is  a  claim
that  the superior court abused its discretion by applying unfair
procedures.    In  recognition  of  our  practice   of   reaching
constitutional  issues only when a case cannot be fairly  decided
on  other  grounds, we resolve this case on abuse  of  discretion
rather than due process grounds.8
          Basic  procedural  fairness  requires  notice  and   an
opportunity  for a hearing that is appropriate in  light  of  the
nature  of the case.9  A hearing is necessary to give the parties
an opportunity to present the quantum of evidence needed [for the
court]  to  make  an  informed  and  principled  determination.10
Although these principles are elements of procedural due process,
the   non-constitutional  abuse  of  discretion   standard   also
          encompasses them.11
          It is clear from the record that the parties had agreed
to   resolve  the  case  under  domestic  relations  or  domestic
partnership   law.   The  superior  court  allowed  for   written
responses precisely because the parties have looked at  this  and
applied the law of domestic cohabitants.  Though the parties were
permitted  to and did submit written arguments before  the  court
issued  a final decision in the case, the court did not  hold  an
additional  evidentiary hearing after the courts announcement  of
its  tentative  ruling.   Because  basic  fairness  requires   an
opportunity   to   present   relevant   evidence,   applying   an
unanticipated  body  of law could be an abuse  of  discretion  if
doing  so  were  to  make  different outcome-determinative  facts
relevant.  To assess Frosts abuse of discretion claim,  then,  we
inquire  whether  the courts application of business  partnership
law  would,  if  announced  at the  outset  of  the  trial,  have
reasonably  led Frost to present different evidence or  to  place
more emphasis on some of the evidence that she did present.
          The   laws   of   domestic  partnership  and   business
partnership are distinct.  We decided in Tolan v. Kimball12  that
when  a court oversees the separation of a nonmarried couple,  to
the  extent  it  is ascertainable, intent of the  parties  should
control  the  distribution  of property  accumulated  during  the
course of cohabitation.13  In Tolan, we held that it was not error
for  the superior court to determine that a former couple jointly
owned the home they had shared, even though only one name was  on
the  title, because both individuals had contributed to the  down
payment  for  and subsequent mortgage payments on the  house,  as
well as to its physical upkeep.14  The evidence presented at trial
in  the suit between Frost and Spencer regarding the purchase and
use  of  the  real property and planes suggests that the  parties
anticipated the court would apply analogous logic here.15
          Different  rules  govern winding up the  affairs  of  a
business  partnership.  In Frost and Spencers case, the  superior
court  apparently applied the now-repealed version of the  Alaska
Uniform Partnership Act16 (AUPA) and neither party has argued  to
this  court that failing to apply the current version was  error.
To  be  consistent  with the proceedings below  and  because  the
changes in the code do not impact the result here,17 we too  rely
on  the  former  statutory  text.  We  note,  however,  that  the
superior  court should use the current AUPA upon  issuing  a  new
ruling  as  required by this opinion.18  Winding up a partnership
involves  liquidating assets to repay the partnerships debts  and
then  distributing remaining funds, if any, to  the  dissociating
partners  according  to the capital contributions  and  share  of
profits  or  losses.   Alaska Statute  32.05.330  described  this
process:
               When  dissolution is caused in any  way,
          except  in  contravention of the  partnership
          agreement,  each  partner,  as  against   the
          copartners  and all persons claiming  through
          them  in  respect  of their interest  in  the
          partnership,  unless  otherwise  agreed,  may
          have  the  partnership  property  applied  to
               discharge its liabilities, and the surplus
          applied  to pay in cash the net amount  owing
          to the respective partners.[19]
          
          The AUPA further commanded that liabilities were to  be
discharged in the following order:  (A) those owing to  creditors
other  than partners; (B) those owing to partners other than  for
capital  and profits; (C) those owing to partners in  respect  of
capital; (D) those owing to partners in respect of profits.20
          These statements of law indicate that a court must find
different  facts to manage the termination of a partnership  than
it  would  to  oversee the conclusion of a domestic relationship.
In  particular, in a business partnership dissolution the  amount
of   each  partners  capital  contribution  is  critical  because
proceeds  from  the  dissolution are applied  to  the  return  of
capital  on  a  dollar-for-dollar basis  before  profits  may  be
distributed.21   Further,  noncash  contributions   of   personal
services may qualify as capital contributions.22  By contrast, the
precise  amounts  paid by each partner in a domestic  partnership
may  be  of  little relevance.23  Loans made by a  partner  to  a
business  partnership  are likewise recovered  on  a  dollar-for-
dollar  basis  before profits are distributed and payments  to  a
partner must be credited against distributions.24  Again, in  the
dissolution of a domestic partnership loans and payments may have
little  importance.   In  addition,  if  there  are  profits   to
distribute   in   a   business   partnership   dissolution,   the
distribution  of them must be according to the parties  agreement
as  to how profits should be shared.25  Thus, evidence as to  the
parties  agreement for sharing profits is critical in a  business
partnership dissolution.  But when the entity being dissolved  is
a domestic partnership the court and the parties generally do not
focus on profits or what the parties said as to how they would be
shared.    Finally,  personal  non-business  items   are   seldom
considered  business partnership property, whereas  they  readily
may be considered part of a domestic partnership.
          Frost  claims  that if she had been given  notice  that
this  case  would be tried as a business partnership dissolution,
and  if  she  had  been  given sufficient time,  she  would  have
presented  evidence bearing on the parties capital contributions,
advances,  how  profits  were to be  distributed,  and  the  non-
business  partnership  nature of some of the  property  that  the
court took into account.  She states:
               Had  Ms. Frost been given proper  notice
          of  the legal standards that the trial  court
          was  going to apply to her case, however, she
          would have been able to put on evidence of:
          
               The  specific  nature  of  the  original
               partnership agreement with Spencer;
               
               How   the   partnership  agreement   was
               fundamentally  amended when  Ms.  Frosts
               wedding  business began at Raven Glacier
               Lodge;
               
               Ms.  Frosts capital contributions in the
          form of  foregoing  her  inheritance  and  in
               the  form of monies generated by her own
               separate business activities;
               
               The  business purposes of various  items
               at the Raven Glacier Lodge (i.e. whether
               they  were  for  the  purposes  of   the
               partnership  business  or  for  separate
               purposes);
               
               Advances of partnership assets  made  to
               Spencer.
               
          In  our view Frost has made a plausible showing that if
she  had  known before the trial that the case was to be  decided
under   business  partnership  law  principles,  her  evidentiary
presentation  would have been different.  We  conclude  that  the
court abused its discretion in refusing to grant her request  for
an   additional   evidentiary  hearing   following   the   courts
announcement  that  the  case would  be  decided  under  business
partnership principles.
          On  remand a supplemental evidentiary hearing should be
held.   Both  parties should be given sufficient time to  present
evidence   relevant   to   a  business  partnership   dissolution
considering  the  size  and  value of  the  partnership  and  the
duration of its existence.
V.   CONCLUSION
          Because  Frosts  request for an additional  evidentiary
hearing  should have been granted, we VACATE the superior  courts
judgment, including its findings of fact, and REMAND for  further
evidentiary proceedings.
MATTHEWS,   Justice,  with  whom  FABE,  Chief  Justice,   joins,
concurring.
          I  agree  with todays per curiam opinion.  But I  would
hold  that  due  process  in addition to the abuse of  discretion
standard  required a supplemental evidentiary hearing.   I  doubt
that  the  principle that constitutional grounds  should  not  be
reached  when a case may be decided on non-constitutional grounds
should  apply  to  this or other cases where  the  constitutional
grounds  supply  the  standard  on which  the  non-constitutional
grounds  are  based.   Taken  to  extremes,  application  of  the
principle  would  mean that there would never be constitutionally
based  rulings where it could be said that the questioned conduct
also  amounted  to  a non-constitutional error  subsumed  in  the
constitutional standard.
EASTAUGH, Justice, concurring.
          For  all  the  reasons  the  per  curiam  opinion  ably
discusses, I agree that a remand is necessary and that we do  not
need to reach Frosts due process arguments.
          But  I  write separately because in my view it  was  an
abuse  of discretion not to grant Frosts Alaska Civil Rule  59(a)
motion for a new trial.  There may not seem to be much difference
between  a  remand  for a new trial and a remand  for  a  further
evidentiary   hearing.   Either  way,  as  the   courts   opinion
recognizes,  the  parties  must have an adequate  opportunity  to
offer evidence relevant to the legal principles that control  the
dispute.   Perhaps it is only a matter of degree,  but  remanding
for  a  new  trial,  rather  than for an  additional  evidentiary
hearing, helps emphasize that much of the evidence offered at the
first trial may be irrelevant at the second, and that the parties
will need to start over in marshaling and presenting the evidence
relevant  to  the  business partnership law applicable  to  their
lawsuit.  Remanding for an additional hearing might be taken as a
suggestion that a supplemental hearing will do.  In light of  the
rigorous  time limits imposed on the parties at the first  trial,
an  evidentiary  hearing  that merely  supplements  the  evidence
offered  at the first trial may not give the parties enough  time
to  try their case adequately.  I therefore prefer to resolve the
appeal in terms of the denial of Frosts motion for a new trial or
a partial new trial.
_______________________________
     1     The  parties  offered different explanations  for  the
breakdown  of  their  partnership:  Spencer complained  of  being
denied  information about bookings for events  at  Raven  Glacier
Lodge,  and as a result being unable to file tax returns for  the
business, as well as being locked out of the lodge; Frost claimed
that  Spencer  stopped contributing services to the business  and
denied deliberately locking him out.

     2     Early  in the proceedings, Spencers attorney told  the
court  that  it  was correct to resolve the case  as  though  the
partnership  were domestic, even claiming that  the  parties  had
lived together.

          Frost  filed  her  answer pro se and  appears  to  have
remained  unrepresented until January 2006, almost a  year  after
Spencer filed his complaint.

     3     Frosts  brief also noted that [t]his is a  partnership
dissolution  and [t]he parties never cohabited and  any  romantic
entanglements  ended  long  ago, but  Frost  did  not  object  to
Spencers  assertion  that the brief accepted the  application  of
domestic  relations  law.   Frosts  attorney  stated  in  closing
argument  that [i]t appears that we are arguing that  this  is  a
domestic partnership and referred by name to Tolan v. Kimball, 33
P.3d  1152  (Alaska 2001), a case describing the  legal  rule  to
apply to divide the property of separating unmarried cohabitants.

     4     The  court later adjusted this amount to $475,927  and
added prejudgment interest in the amount of $6,992.

     5     The court also rejected a motion Spencer had filed for
attorneys  fees  under  Alaska Civil  Rule  82,  concluding  that
neither party had prevailed.

     6     Godfrey v. State, Dept of Cmty. & Econ. Dev., 175 P.3d
1198,  1201  (Alaska 2007) (citing Dominish v. State,  Commercial
Fisheries Entry Commn, 907 P.2d 487, 492 (Alaska 1995)).

     7    Frost also argues that it was an abuse of discretion to
limit her time to testify, that it was an abuse of discretion not
to  grant  a  new  trial at her request, and  that  some  of  the
superior courts findings of fact were clearly erroneous.  Spencer
filed a cross-appeal, arguing that the court erred in refusing to
declare  him  the prevailing party and award him attorneys  fees,
and  that  the  superior  court calculated  prejudgment  interest
beginning  on  the incorrect date.  Because our  holding  that  a
supplemental  evidentiary should have been granted renders  these
issues moot, we do not address them.

     8     Alaska Trademark Shellfish, LLC v. State, 91 P.3d 953,
957  n.12  (Alaska 2004) (We have often recognized  that  appeals
ordinarily  should not be decided on constitutional grounds  when
narrower grounds are available.).  See also State, Dept of Health
&  Soc.  Servs. v. Valley Hosp. Assn, Inc., 116 P.3d 580  (Alaska
2005) (recognizing our practice of reaching constitutional issues
only when the case cannot be fairly decided on statutory or other
grounds  (citing Kenai Peninsula Fishermans Coop. Assn,  Inc.  v.
State, 628 P.2d 897, 908 (Alaska 1981))).

     9    See, e.g., Price v. Eastham, 75 P.3d 1051, 1056 (Alaska
2003).

     10     Id.  at 1056 (quoting Walker v. Walker, 960 P.2d 620,
622 (Alaska 1998))  (alteration in Walker).

     11     Not  every  abuse  of discretion  is  a  due  process
violation.  Having found that there was an abuse of discretion we
do  not reach the question of whether the underlying conduct also
constituted a due process violation.

     12    33 P.3d 1152 (Alaska 2001).

     13    Id. at 1155 (citing Wood v. Collins, 812 P.2d 951, 956
(Alaska 1991)).

     14    Id. at 1154-56.

     15    Cf. Bishop v. Clark, 54 P.3d 804, 811 (Alaska 2002) (In
determining  the  intent of cohabiting parties, courts  consider,
among  other  factors, whether the parties have  (1)  made  joint
financial   arrangements  such  as  joint  savings  or   checking
accounts,  or  jointly  titled  property;  (2)  filed  joint  tax
returns;  (3)  held  themselves out  as  husband  and  wife;  (4)
contributed to the payment of household expenses; (5) contributed
to  the improvement and maintenance of the disputed property; and
(6)  participated in a joint business venture. Whether they  have
raised  children  together  or  incurred  joint  debts  is   also
important. (footnotes omitted)).

     16    Former AS 32.05.010 et seq. (repealed 2000).

     17     In particular, AS 32.06.807, [s]ettlement of accounts
and  contributions  among partners, and AS 32.06.401,  [p]artners
rights  and duties, include no substantive changes to partnership
law that would alter the outcome as it is explained below.

     18     The  repealed  version of the AUPA  was  replaced  by
AS  32.06.201  et  seq., which appl[ies] to all partnerships  and
limited  liability  partnerships as  of  January  1,  2004.   Ch.
115,  10, SLA 2000.  Because this suit began in 2005, it is clear
that the current AUPA applies here.

     19    Former AS 32.05.330(a).  The remainder of that statute
controlled wrongful dissolution, see former AS 32.05.330(b),  but
neither   party  has  claimed  that  the  other  breached   their
partnership  agreement.  Another provision of the  AUPA  provided
more detail regarding the allocation of funds to partners:

          [S]ubject    to    any   agreement    between
          [partners], . . . (1) each partner  shall  be
          repaid the partners contributions, whether by
          way of capital or advances to the partnership
          property,  and shares equally in the  profits
          and  surplus remaining after all liabilities,
          including  those to partners, are  satisfied;
          and,  except  as provided in AS 32.05.100(b),
          shall  contribute towards the losses, whether
          of  capital  or otherwise, sustained  by  the
          partnership  according to the partners  share
          in the profits.
          
Former AS 32.05.130.

     20    Former AS 32.05.350(2).

     21    See id.

     22     See Schymanski v. Conventz, 674 P.2d 281, 284 (Alaska
1983)  (personal services may be capital contributions by express
or implied agreement).

     23     Cf.  Tolan v. Kimball, 33 P.3d 1152, 1152-54  (Alaska
2001)  (discussing  approximate amounts of unmarried  cohabitants
financial  contributions  to  their home  but  never  calculating
totals or ordering those funds be repaid).

     24    See former AS 32.05.350(2).

     25    See former AS 32.05.130(1).

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