Chadsey v. Harrison

Opinion by Treat, C. J.: The principle is well settled, that partners cannot sue each other at law for any matter relating to the partnership concerns, unless there has been a final settlement between them, abalance ascertained, and an express promise to pay the balance. Gow. on Part., 74; Westerlo vs. Evertson, 1 Wendell, 532; Foster vs. Allenson, 2 D. and East., 480; Davenport vs. Gear, 2 Scammon, 495. The first count of the declaration, after stating the formation and nature of the partnership, simply alleges that the plaintiff paid the expenses of constructing the raft, and taking it to market; and that the nett loss on the adventure exceeded the proceeds of the sale two hundred and thirty-one dollars and ninety-eight cents; one-third of which amount the defendant agreed to pay him. This count fails to show a full adjustment of the partnership affairs. Manlove, one of the partners, was not a party to it. Two partners cannot state an account that will bind the third. All must concur in the settlement; and it must embrace all of the partnership transactions. The settlement between the plaintiff and defendant, if any was ever made, was partial in its operation. It related only to the expenses and proceeds of the raft, and did not extend to the capital stock, and the debts due to and from the firm. We are clearly of the opinion that this count of the declaration shows no cause of action. The promise to pay was not founded on a sufficient consideration—a general adjustment of the partnership concerns. The Circuit Court decided correctly, in sustaining the demur* rer, and the judgment will he affirmed, with costs. Judgment affirmed.