Guenther v. Kutz

Per Curiam, In August, 1917, the parties hereto became partners in a drug business and so continued until April, 1919, when they made a preliminary agreement for the transfer of plaintiff’s interest therein to defendant. An inventory was then taken which indicated a loss of some $700 since the first of the preceding January; thereupon, defendant consulted an attorney, who examined the firm books, and called plaintiff to his office for an explanation of certain entries therein. The, attorney went over the firm matters with plaintiff, in the presence of defendant and other parties, and they agreed upon the terms of settlement. Thereupon, the attorney prepared a contract of dissolution, which was duly executed and the firm property transferred to defendant, who paid plaintiff the agreed consideration. Thereafter, plaintiff filed this bill for a rescission of the contract on the ground of fraud. The case was heard upon bill, answer, replication and testimony. The court below found, inter alia, that there was no fraud and dismissed the bill; hence, this appeal by plaintiff. Relief in equity can be granted only upon the ground averred in the bill; here it is confined to an allegation of fraud, which, however is not supported by the evidence and is expressly negatived by the findings. Undoubtedly appellant made a bad bargain, but “the mere fact that a contract is improvident, is no ground for setting it aside”: Nace v. Boyer et al., 30 Pa. 99, 110. He was familiar with the facts, was under no improper influence, and the burden of proving the invalidity of the contract by reason of the alleged fraud rested upon him. Where parties stand upon equal terms, the law will not convict one of fraud merely because he made a good bargain. Partners may, as they did here, agree upon terms of dissolution different from those provided in the original partnership contract. The decree is affirmed and appeal dismissed at the costs of appellant.