Oppedisano v. Zur: Second Circuit Reaffirms Loss‑Sharing as Indispensable to Implied Partnerships Under New York Law and Rejects Declaratory Workarounds to Unjust Enrichment Time Bars

Note: The decision is a Summary Order of the U.S. Court of Appeals for the Second Circuit (Sept. 19, 2025) in No. 24‑2955. Under Fed. R. App. P. 32.1 and Local Rule 32.1.1, it is citable but does not have precedential effect. It is, however, analytically instructive.

Introduction

In Oppedisano v. Zur, the Second Circuit affirmed the Southern District of New York’s grant of summary judgment dismissing a suite of claims brought by a putative co‑founder who alleged an implied partnership in a fixed‑base operator (FBO) business at Fort Lauderdale Executive Airport. The plaintiff, Vincenzo Oppedisano, asserted that he and defendant, Lynda Zur, operated the FBO as partners for years until Zur excluded him and brought in a new partner. He sought an accounting, dissolution based on fraud or misrepresentation, liquidation, damages for fraud, and equitable relief including unjust enrichment and declaratory relief invalidating a 2011 stock Purchase Agreement.

The appeal raised four principal issues:

Whether the record established a genuine dispute of fact that the parties formed an implied partnership under New York law.
Whether the plaintiff’s fraud claim could survive independent of the purported partnership.
Whether the unjust enrichment claim tied to a 2011 Purchase Agreement was time‑barred and subject to equitable tolling.
Whether declaratory relief could be used to invalidate the 2011 Purchase Agreement despite time bars on the underlying equitable claim.

The Second Circuit, reviewing summary judgment de novo and the denial of declaratory relief for abuse of discretion, affirmed in full.

Summary of the Opinion

No implied partnership: Applying New York law, the court held that an agreement to share losses is an indispensable element of an implied partnership (Steinbeck v. Gerosa), absent the narrow exception where there was no reasonable expectation of losses at all (Fat Brands Inc. v. Ramjeet). The record conclusively showed no expectation that the plaintiff would bear losses—Zur alone guaranteed millions in loans and handled operating, legal, and tax liabilities; plaintiff signed essentially no business documents beyond “maybe” some payroll checks; and he anticipated the venture would struggle initially. Other partnership indicia (joint control, sharing of profits, capital contributions) were also lacking.
Fraud claim fails without partnership injury: Plaintiff’s alleged injury flowed entirely from his asserted status as a 50% partner entitled to half the business or sale proceeds. Because no partnership existed, he could not show injury or justifiable reliance sufficient to sustain fraud under New York law (Guilbert v. Gardner).
Unjust enrichment is time‑barred: The six‑year statute of limitations (N.Y. C.P.L.R. § 213(1)) on unjust enrichment began to run upon the wrongful act—the execution of the Purchase Agreement on January 20, 2011—not upon discovery (Cohen v. S.A.C. Trading Corp.). The 2020 filing was therefore untimely. Equitable tolling failed because the plaintiff identified no affirmative acts by the defendant to prevent suit; mere silence or the plaintiff’s own failure to read the agreement is insufficient (Abbas v. Dixon; Ross v. Louise Wise Servs., Inc.).
No declaratory end‑run around time bars: Declaratory relief cannot be used to circumvent the statute of limitations applicable to the underlying substantive right (Stone v. Williams). Because the unjust enrichment claim was time‑barred, the court properly declined declaratory relief attacking the Purchase Agreement’s validity.

Detailed Analysis

Precedents Cited and Their Influence

The court’s reasoning tracks a well-settled New York framework for implied partnerships and equitable claims:

Moses v. Savedoff, 947 N.Y.S.2d 419 (1st Dep’t 2012): Identifies factors for implied partnerships in the absence of a written agreement: intent, joint control, sharing profits and losses, and capital contributions.
Steinbeck v. Gerosa, 4 N.Y.2d 302 (1958): Canonical New York authority that an agreement to share both profits and losses is “indispensable.” This rule has long served as a gatekeeping element distinguishing true partnerships from looser collaborations.
Fat Brands Inc. v. Ramjeet, 75 F.4th 118 (2d Cir. 2023): A recent Second Circuit decision applying New York law, clarifying a narrow exception to Steinbeck: a partnership may exist without an agreement to share losses only if there was no reasonable expectation of losses at all. The panel here deployed Fat Brands to reject application of the exception because the plaintiff expected the business to struggle at the outset.
Guilbert v. Gardner, 480 F.3d 140 (2d Cir. 2007): Recites the elements of fraud under New York law: material misrepresentation, intent to induce reliance, justifiable reliance, and injury. The court used these elements to show plaintiff’s alleged injury and reliance were predicated entirely on a partnership status that did not exist.
Cohen v. S.A.C. Trading Corp., 711 F.3d 353 (2d Cir. 2013): Holds that unjust enrichment accrues upon the wrongful act giving rise to the duty of restitution, not upon discovery of the wrong. That rule controlled the accrual date for the 2011 Purchase Agreement claim.
Abbas v. Dixon, 480 F.3d 636 (2d Cir. 2007), and Ross v. Louise Wise Servs., Inc., 8 N.Y.3d 478 (2007): Together underscore that equitable tolling requires affirmative acts of concealment or deception that induce delay; mere silence or nondisclosure is not enough.
Stone v. Williams, 970 F.2d 1043 (2d Cir. 1992): Establishes that declaratory judgment is a procedural device tied to underlying substantive rights; it cannot revive time‑barred claims. The panel applied this to deny declaratory relief aimed at invalidating the Purchase Agreement.
Bellamy v. City of New York, 914 F.3d 727 (2d Cir. 2019): Confirms de novo review for summary judgment.
Grand River Enters. Six Nations, Ltd. v. Boughton, 988 F.3d 114 (2d Cir. 2021): Articulates abuse‑of‑discretion review for refusals to issue declaratory relief.

The decision’s doctrinal backbone is thus orthodox: loss‑sharing is essential to an implied partnership unless losses were reasonably unforeseeable; unjust enrichment accrues at the wrongful act; equitable tolling requires affirmative deception; declaratory relief cannot end‑run a limitations bar.

Legal Reasoning Applied to the Record

1) Implied Partnership

The plaintiff’s partnership theory failed at the “indispensable” element—an agreement to share losses:

Loss sharing: The record “conclusively” showed that plaintiff would not bear losses. Zur alone personally guaranteed loans in the millions; she kept loan applications and related paperwork; plaintiff was uninvolved in operating, legal, and tax expenses; he testified he signed no documents beyond “maybe…some payroll checks.” These facts are inconsistent with a mutual assumption of downside risk and comport with a non‑owner/consultant role.
No “no‑losses” exception: The plaintiff anticipated initial financial struggles, which dooms reliance on Fat Brands’ narrow exception. Start‑ups frequently incur early losses; evidence of such an expectation negates the exception.
Other partnership indicia: The record also undermined intent, profit sharing, joint control, and capital contributions:
- Intent: Beyond plaintiff’s ipse dixit, no documentation reflected partnership status.
- Profit sharing: Plaintiff received no salary or distributions and offered no corroboration that alleged profits were reinvested on his behalf.
- Joint control: Plaintiff emphasized his removal from administration and core decisions rather than co‑management.
- Capital contributions: Time, industry knowledge, ad hoc repairs, and loaned equipment do not equate to formal capital at risk, particularly in the face of exclusive loan guarantees by Zur.

Given these deficiencies, there was no genuine dispute of material fact on partnership formation, and summary judgment for Zur on accounting, dissolution, and liquidation claims was appropriate.

2) Fraud

The fraud claim centered on an alleged 2019 representation by Zur that she would sell the FBO and split proceeds equally, purportedly to induce plaintiff’s consent. The claim fails for two reasons:

No cognizable injury: The only “injury” alleged is loss of half the business or sale proceeds—something plaintiff could claim only if he were a partner. With no partnership established, he had no entitlement and thus no injury.
No justifiable reliance: Absent a partnership, Zur had unilateral authority to sell; plaintiff’s “consent” would not have been legally required. Reliance on a representation offering equal division of proceeds was therefore not justifiable to alter his legal position in a way the law recognizes as detrimental.

3) Unjust Enrichment and the 2011 Purchase Agreement

Plaintiff’s unjust enrichment theory posited that Zur used a “legally invalid” 2011 Purchase Agreement—signed by a trust for which plaintiff was grantor—to strip him of an ownership interest in Sano Aviation Corporation.

Statute of limitations: New York’s six‑year period (C.P.L.R. § 213(1)) governs unjust enrichment. Under Cohen v. S.A.C. Trading, accrual occurs at the wrongful act, not at discovery. The alleged wrongful act was the execution of the agreement on January 20, 2011; suit began in 2020. The claim is time‑barred.
Equitable tolling rejected: To toll the period, plaintiff had to show affirmative deceptive acts preventing timely suit (Abbas; Ross). He pointed to none. On the contrary, he admitted he generally left business matters to Zur and signed the agreement without reading it, a choice the law does not equate with concealment by the other party. Silence or nondisclosure in these circumstances is insufficient to toll limitations.

4) Declaratory Relief

Plaintiff also sought a declaration that the Purchase Agreement is a “legal nullity.” The Second Circuit affirmed the district court’s refusal to issue declaratory relief:

Coextensive time bars: Declaratory judgment is a procedural vehicle, not a source of new substantive rights. Under Stone v. Williams, if the underlying claim is time‑barred, a declaratory action to vindicate that same right is likewise time‑barred. Because unjust enrichment could not proceed, declaratory invalidation of the agreement could not be used as an end‑run around the statute of limitations.
Standard of review: The denial is reviewed for abuse of discretion (Grand River). The panel found none.

Impact and Practical Implications

Although non‑precedential, the order delivers clear, practice‑oriented guidance:

Partnerships require downside sharing: In New York, implied partnership claims will falter if there is no concrete agreement to share losses, especially where one party alone signs loan guarantees and shoulders operational liabilities. This is decisive evidence that the other party is not a partner.
Fat Brands’ exception is truly narrow: Parties cannot rely on the “no reasonable expectation of losses” exception in ordinary start‑up contexts, where early losses are predictable. Expectation of early struggle defeats the exception.
Documented ownership beats “handshake” expectations: Where corporate stock and formal agreements exist, courts will privilege documented ownership and obligations over informal contributions of labor or know‑how.
Read what you sign—equitable tolling is not a safety net: Choosing not to read an agreement and delegating “the business side” to another is not grounds for tolling. Tolling requires specific, affirmative acts by the defendant that prevented suit.
Declaratory relief is not a limitations workaround: Litigants cannot repackage time‑barred substantive claims as declaratory actions to reset the clock.
Strategic litigation timing matters: Claims tied to historic transactions (like a 2011 stock sale) must be evaluated for accrual dates and potential tolling evidence before suit; waiting may foreclose equitable remedies.

Complex Concepts Simplified

Implied partnership (without a writing): Courts look for shared intent, joint control, profit sharing, loss sharing, and capital contributions. Loss sharing is crucial; it reflects that each party puts skin in the game for both upside and downside. Without it, courts are reluctant to impose fiduciary obligations and co‑ownership rights.
“No reasonable expectation of losses” exception: This rare carve‑out applies only when the parties could not reasonably foresee any losses (e.g., a guaranteed revenue arrangement). It does not apply where early losses were anticipated.
Unjust enrichment accrual: The clock starts when the alleged wrongful enrichment occurs, not when the plaintiff discovers it. For a suspect transfer document, accrual is the date of execution.
Equitable tolling vs. mere silence: Tolling requires the defendant to take active steps to conceal the wrong or to lull the plaintiff into inaction. Merely failing to volunteer information—or the plaintiff’s failure to read—does not toll.
Declaratory judgment’s role: It clarifies rights but does not create them. If the underlying right is time‑barred, a declaratory request to recognize that right will usually be barred too.
Standards of review: De novo for summary judgment means the appellate court independently examines the record. Abuse of discretion for declaratory relief means the appellate court gives the trial court latitude and reverses only for a clear error of judgment.
FBO businesses: Fixed‑base operators provide aeronautical services (e.g., fueling, hangar, maintenance). The industry context often involves substantial capital and debt—facts that, as here, can illuminate who truly bears financial risk.

Conclusion

The Second Circuit’s summary order in Oppedisano v. Zur reinforces several durable rules of New York law. First, the hallmark of a partnership—especially an implied one—is a genuine agreement to share losses; without it, even years of collaboration and operational contribution will not establish co‑ownership. Second, fraud claims cannot proceed where their injury is parasitic on a status (here, “partner”) that the plaintiff cannot substantiate. Third, unjust enrichment claims accrue at the moment of the alleged wrongful transfer; equitable tolling demands more than silence or a failure to read. Finally, declaratory judgments cannot be deployed to evade statutes of limitation applicable to the underlying substantive right.

For founders and closely held business participants, the message is crisp: if you believe you are a partner, paper it—explicitly address profit and loss sharing, governance, and capital contributions. For litigators, scrutinize accrual and tolling early, and resist the temptation to treat declaratory relief as a back door for time‑barred claims. Even as a non‑precedential order, the court’s analysis provides a clear roadmap for evaluating implied partnership and equitable claims under New York law.