Stiness v. Pierce

Per Curiam. The question raised by the demurrer is, whether a general assignment for the benefit of creditors in terms conveying “ all and all manner of goods, chattels, debts, and effects, and other estate of what kind and nature whatsoever, and wheresoever situate of which he, i. e. the assignor, is the lawful owner, excepting only what and so much as is exempt from attachment,” passes the interest of the assignor as copartner in the property of the copartnership ? The question must be answered affirmatively. The assignment is general, including all property not exempted from attachment, and this court has decided that the interest of a copartner in the copartnership property is not exempt. Randall v. Johnson, ante, p. 338. *454 The defendant cites, in support of the demurrer, Merrill v. Wilson, 29 Me. 58. There the assignor was a general partner in a special partnership, the business of which was carried on in his name. The question was, whether the property of the special partnership passed under a general assignment which he made for the benefit of his creditors. The court decided that it did not. The question, it will be seen, originated in the fact that the assignor carried on the partnership in his own name, and it differs entirely from the question here presented, for here the question is not whether the property of the partnership passed, but simply whether the assignor’s interest in it passed. All that the bill here asks for is that the defendants, the remaining partners, shall account to the assignee for that share of the surplus remaining after payment of copartnership debts and liabilities, which the assignor would have been entitled to but for the assignment. We think he is unquestionably entitled to it. Fellows v. Greenleaf, 48 N. H. 421; Parsons on Partnership, *160, note c., and *166, note 7; Burrill on Assignments, § 88. Demurrer overruled.