J-A11029-19 NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37 SHERRY ZHANG F/K/A SHAOBING : IN THE SUPERIOR COURT OF ZHANG : PENNSYLVANIA : Appellant : : : v. : : : No. 723 MDA 2018 JIANBIN CHEN : Appeal from the Judgment Entered April 4, 2018 In the Court of Common Pleas of Centre County Civil Division at No(s): 2015-0176 SHERRY ZHANG F/K/A SHAOBING : IN THE SUPERIOR COURT OF ZHANG : PENNSYLVANIA : : v. : : : JIANBIN CHEN : : No. 770 MDA 2018 Appellant : Appeal from the Judgment Entered April 4, 2018 In the Court of Common Pleas of Centre County Civil Division at No(s): 2015-0176 BEFORE: BOWES, J., OLSON, J., and STABILE, J. MEMORANDUM BY OLSON, J.: FILED SEPTEMBER 26, 2019 Appellant, Sherry Zhang (hereinafter “Zhang”), appeals from the judgment entered on April 4, 2018, as it relates to the denial of her breach of contract and fraud claims, as well as the trial court’s refusal to issue a declaratory judgment in her favor. Cross-Appellant, Jianbin Chen (hereinafter “Chen”), appeals from the judgment insofar as the trial court ordered J-A11029-19 dissolution of the business. We affirm the verdict in its entirety, however, as the trial court failed to provide guidance for the appropriate dissolution of the business, we are constrained to remand with instructions. We summarize the factual background of the case as follows. On December 22, 2011, the parties formed a corporate entity known as Icy Snow KTV, Inc. (hereinafter “Icy Snow” or “the business”) by filing articles of incorporation with the Secretary of State. The parties did not follow corporate formalities such as the issuance of stock in the corporation, creation of bylaws, establishment of a board of directors, or holding meetings. Notwithstanding the fact that Icy Snow was formed by the filing of articles of incorporation, on February 28, 2012, Zhang and Chen executed a single-page “partnership” agreement (the “Agreement”), which the parties agree is the governing document for the business. Chen does not read or speak English well, so Zhang wrote the Agreement in English and then read it to Chen in Chinese. The Agreement provided that, “[t]he partners voluntarily associate themselves together as general partners for the purpose of conducting the general business of [a] Chinese karaoke bar.” Agreement at paragraph 1. The Agreement also included the following relevant provisions. Contribution: [Chen] will contribute 60% of capital contribution. [Zhang] will contribute 40% of capital contribution. Profit and loss (includ[ing] cost): The partners will share profit and loss according to contribution proportion. -2- J-A11029-19 Management: [Chen] will be the president of [Icy Snow]. He will be [the] major person [responsible for managing] the company. [Zhang] will reserve the right to manage the company. … Withdraw/Death of partner: In the event a partner withdraws or retires from the partnership for any reason, including death, the remaining partner has the first priority to buy the [departed partner’s] share in the partnership according to the fair market value. Agreement, 2/28/2012, at paragraphs 4, ...
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