Sweet v. McConnel

MASON, Cb. J. The law is clearly and correctly stated by Merrick J. in Lesure v. Norris, 11 Cushing, 328; which was a case in its material circumstances on all-fours with the one at the bar. “ The sale,” says the learned judge, “ was a dissolution of the partnership. Taft v. Buffum, 14 Pick., 322. It was also in effect an adjustment by the partners as between themselves of all its concerns, and a division and appropriation of every thing belonging to it. Nothing further remained to be done to effect a complete settlement between themselves. By the bill of sale, the plaintiff transferred all his interest in the company property, including debts which were due, to the defendant; and the latter thereby became sole owner of the whole. The interest which any partner has in the effects, rights, and credits of a solvent partnership is the share or proportion of them which he will be entitled to receive upon a final adjustment and liquidation of its concerns. Whatever stands properly charged to him on the company books, whether it be regarded as a debt due,-or, perhaps more correctly, as evidence that he has withdrawn already a certain amount of the capital invested or of the profits earned, is first to be deducted, and will to that extent diminish the share he is to receive. His interest in the concern is only the balance remaining after such deduction has been made.” When McConnel sold out to the plaintiffs, he conveyed to them all of his interests in the firm’s assets, which were the assets less the sum he had- received. This was not a debt, nor did he convey it. Stoddard v. Wood, 9 Gray, 90, and Murdock v. Melhop, 26 Iowa, are to the same effect. The judgment below must be Affirmed.