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"Golden *** releases *** the Firm *** from any and all claims *** whether now known orunknown *** including, but not limited to, any and all claims *** relating to or arising outof Golden's partnership, tenure or separation from the firm *** provided, however, that thisrelease and discharge shall not bar Golden from bringing any action to *** enforce thisagreement."

In consideration for the release, MWE gave Golden a one-timepayment of $225,000 minus the amount of his draw subsequent toOctober 31, 1991. Golden claims that MWE deducted more than thisamount from the $225,000, although he did not specify the amountof the excess deduction. At Golden's behest, a provision was alsoincluded in the agreement that would allow him to sue ALAS forgetting him fired.

Golden claims that in the negotiations MWE falsely told him thathis severance payment was the largest given to any terminatedpartner and was the same amount that he would have gotten had heresigned voluntarily. He also claims that MWE concealed the factthat no vote had been taken on his expulsion, as was mandated bythe partnership agreement.

Around the time that Golden signed the severance agreement, hewas having personal problems. He had just lost a lawsuitconcerning a major defect in a house he had bought. His wife'semployer had died, and, as a result, she also was out of work.Golden sought counseling. He says that the mental healthprofessional reported that the termination had left Golden"paranoid," "fragmented," having "major depression, recurrent"and as "dysfunctional" with "chaos reigning supreme."

On November 7, 1991, Meadows told Golden that the managementcommittee had not taken a vote on his expulsion. He told Goldenthat he would have difficulty finding new legal employment,because ALAS had "blacklisted" him. Golden says that Meadows alsotold him at some time during negotiations that "he was personallyembarrassed by [the proposed settlement agreement's] burdensomelanguage, and that no other partner had ever been asked to signsuch a harsh document."

Golden took out a lease on an office at what he claims to be agrossly inflated rent. He says that he took an "of counsel"position with another law firm but received no compensation forit.

In January of 1992, MWE tendered, and Golden accepted, payment ofmoney due under the severance agreement.

In December 1995, Golden filed suit against ALAS. He allegesthat he learned facts in discovery that led him, on December 30,1996, to file the instant action against MWE and some of itspartners. In February of 1997, MWE partner James Roche wasdeposed in the ALAS case. Golden alleges that many factsimportant to his case came to light only as of the time of thisdeposition.

Golden's complaint alleged, inter alia, that MWE breached theseverance agreement by not paying him the full amount due underit; that MWE violated the partnership agreement by not followingthe termination procedure outlined therein; and that thedefendant partners violated their fiduciary duty to him asco-partners and committed fraud on him. He asked for damages, aswell as a dissolution and accounting of the firm.

Golden argued that the release that he signed was voidablebecause it was signed under moral and economic duress, andbecause the defendants withheld and misrepresented facts to himin negotiations, in violation of their fiduciary duty.

The trial court allowed two amendments to the complaint, but,upon a section 2-619 motion by the defendants, dismissed itrather than allow a third. This dismissal was based on severalaffirmative defenses pled by MWE. First, MWE argued that thecontract claims were barred by the release and any other claimswere barred by laches or the statute of limitations. They arguedthat the trial court should dismiss the claim for breach of theseverance agreement because of laches, ratification and the factthat it was not pled with sufficient particularity despiteGolden's three opportunities to do so.

The trial court agreed with the defendants and dismissed thecomplaint. It held that the claim for the breach of the severanceagreement was not adequately pled, that the claim for breach ofthe partnership agreement was barred by the release, and that theother claims were barred by the statute of limitations.

ANALYSIS

This case comes to us on appeal from a section 2-619 dismissal,and, accordingly, we must accept well-pled allegations inGolden's complaint as true. 735 ILCS 5/2--619 (West 1994); Elliotv. LRSL Enterprises, Inc., 226 Ill. App. 3d 724, 589 N.E.2d 1074(1992). But while a court generally must accept all well-pledfacts as true in this situation, it does not have to acceptconclusions of law or conclusions of fact not supported byfactual allegations. Nikolic v. Seidenberg, 242 Ill. App. 3d 96,610 N.E.2d 177 (1993).

Golden contends that the release cannot bar his claims becauseMWE obtained the release by withholding and misrepresenting factsin violation of its fiduciary duty. If MWE had withheld materialfacts, it would have made the release voidable. Parties in afiduciary relationship owe one another a duty of full disclosureof material facts when making a settlement and obtaining arelease. Janci v. Cerny, 287 Ill. 359, 365-66, 122 N.E. 507, 509(1919).

MWE contends that it did not breach a fiduciary duty to Golden innegotiations, because the partnership with Golden had dissolvedat that point and a fiduciary duty among partners ends upondissolution. The Uniform Partnership Act defines "dissolution" as"the change in the relation of the partners caused by any partnerceasing to be associated in the carrying on, as distinguishedfrom the winding up of the business." 805 ILCS 205/29 (West1994). Dissolution can be effected by the express will of anyparty, even if in contravention of the partnership agreement.Bluestein v. Davis, 86 Ill. App. 2d 61, 67 280 N.E.2d 61, 64(1967).

MWE contends that dissolution occurred on July 19, 1991. Relativeto MWE's contention, the record establishes that the defendantshad already forbidden Golden from taking on any more newbusiness. So, the work he was doing was being limited before July19, 1991. Then, on July 19, the defendants communicated to Goldenthat he was being fired but would be allowed to resign.Therefore, MWE contends that dissolution was complete on July 19.We agree. However, even were dissolution not complete on July 19,it is clear that dissolution occurred by October 19, 1991, whenGolden signed the agreement.

There is a conflict of authority in Illinois as to whether afiduciary relationship among partners ceases upon dissolution ofthe partnership. MWE relies on Babray v. Carlino, 2 Ill. App. 3d241, 276 N.E.2d 435 (1971), for the proposition that theobligations end upon dissolution.

In Babray, the plaintiff and the defendant were partnersoperating a motel. The defendant bought out the plaintiff'sinterest and obtained a release from any claims relating to thepartnership. Over four years later the plaintiff sued for anaccounting. She sought to avoid the release on the basis that thedefendant had violated his fiduciary duty to her by withholdingfacts during negotiations. The court held that there was nobreach of fiduciary duty since fiduciary duty ended upondissolution. It went on to add that, even if there had been afiduciary duty, the release would still stand, since theinformation withheld was "hardly a matter of crucialmateriality," and the transaction was fair. Babray, 2 Ill. App.3d at 252.

Among the cases Golden relies upon is Burtell v. First CharterService Corp. 76 Ill. 2d 427, 394 N.E.2d 380 (1979). In Burtell,the plaintiff and defendant were joint venturers holding realestate for development. With the consent of the plaintiff, thedefendant sold the property, and the parties reached a privateaccounting. The defendant did not disclose, however, that it hadgiven a purchase money mortgage on the property. The plaintifflater discovered this and sued for an accounting of paymentsunder the mortgage. The defendant argued that the agreement todispose of the partnership assets dissolved the partnership andthat it no longer had a duty to disclose or account for profitsafter the sale was agreed upon. The supreme court rejected thisargument, holding that a joint venturer could be entitled to anaccounting of profits made after dissolution. A fiduciaryrelationship exists between members of a joint venture. Thus, inthis case a fiduciary relationship existed between plaintiff andFirst Charter. (Reese v.Melahn 53 Ill. 2d 508, 513 (1973)). Whena joint venture is found to exist, the legal principlespertaining to the relationship between partners govern. Section21 (1) of the Uniform Partnership Act (Ill. Rev. Stat. 1975, ch.106