When one partner misappropriates a business opportunity of his partnership for the benefit of a competitor, the remaining partners are deprived of the opportunity to profit from the lost business opportunity, and they may be entitled to recover damages in tort for this deprivation. We granted a petition for interlocutory review in this case to address the extent to which a partner so deprived can discover the financial records of the competitor as proof of his damages. Bruce and Robbie McMillian formed a partnership to engage in the bulk-mail services business. Robbie eventually left the partnership and formed Mail Source & Data, Inc., a company that apparently is engaged in the same kind of business. Bruce sued Robbie and Mail Source, alleging that Robbie misappropriated business opportunities of the partnership and gave these opportunities to Mail Source, thereby violating the duties that Robbie owed to the partnership and Bruce. In the course of discovery, Bruce sought the financial records of Mail Source, arguing that they are admissible proof of his damages. The court below disallowed such discovery, and Bruce sought immediate review, which we allowed. This appeal followed. This case comes to us before discovery is complete and before the evidentiary record has been developed fully, and the parties vigorously dispute many of the facts. But viewing the facts in the light most favorable to Bruce, the party seeking to compel discovery, it appears that, in April 1997, Robbie met with Bruce, his cousin, and asked Bruce to finance a bulk-mail services business that Robbie hoped to launch. Bruce agreed, and along with a third individual, they formed a partnership for the purpose of operating a bulk-mail services business, which they called “Corporate Mail Management.”1 Each partner had a different role in the partnership: Bruce funded its operations; Robbie marketed its services; the third partner managed business operations. In 1999, the third partner decided to pursue other opportunities and withdrew from the partnership, and Bruce and Robbie decided to continue their partnership as equal partners. Robbie continued to market the services of the partnership, and he assumed responsibility for managing its business operations and even held himself out as the president of Corporate Mail. Bruce continued to fund the business and pledged his personal residence as collateral to secure a business loan and to purchase equipment for the partnership. Despite their efforts, the partnership never made much money.
Over time, Robbie became acquainted with other people who had an interest in entering the bulk-mail services business. In August 2002, Robbie met with two of these people and agreed to start up a new company with them. The new company would offer the same kinds of services as Corporate Mail and, in fact, directly compete with it. At some point in 2002,2 Robbie told Bruce that he planned to withdraw from their partnership, ostensibly because he had tired of the bulk-mail services business and wanted to do something else altogether. It is undisputed that Robbie never told Bruce about his new company or that it would compete with Corporate Mail.
