Elkinton v. Booth
| Decision Date | 23 February 1887 |
| Citation | 143 Mass. 479,10 N.E. 460 |
| Parties | ELKINTON and another v. BOOTH and another. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Blackmer and Vaughan, for defendants.
The plaintiffs cannot hold these defendants liable because--First, the plaintiffs did not regard these defendants responsible for the contract made with the Spring Brook Mills Manufacturing Company, or know of the defendants' relation therewith; and, second, the plaintiffs did not show that they had a right to, or that they did, rely on the defendants' credit when the goods were sold. Rich v. Crandall, 142 Mass. 117, 7 N.E 547, is a case identical with the one at bar, and fully sustains the defendants' position. Pratt v Page, 32 Vt. 13; Lindl.Partn. *407, note b; Benton v. Chamberlain, 23 Vt. 711. If, as it appears by the bill of exceptions, the plaintiffs had not ascertained that the defendants ever had any relation with the Spring Brook Mills Manufacturing Company, then, after the dissolution of the defendants' relation therewith, the plaintiffs could not have been misled by the defendants' conduct into giving credit to their successors; and, if the plaintiffs were not misled by the defendants, the defendants are not liable in this action. The plaintiffs never had knowledge of the defendants' copartnership, and persons having no knowledge of the existence of a partnership are not entitled to notice of its dissolution. Chamberlain v. Dow, 10 Mich. 310. So far as the plaintiffs were concerned, the relation of the defendants to the Spring Brook Mills Manufacturing Company does not seem to differ essentially from that of dormant partners, and therefore the plaintiffs would not be entitled to notice of dissolution of the partnership. Grosvenor v. Lloyd, 1 Metc. 19; 3 Kent, Comm. (12th Amer. Ed.) 68; Story, Partn. (7th Ed.) §§ 159, 160, and notes.
B.W Potter, for plaintiffs.
The simple question in this case is whether the plaintiffs were entitled to notice of the sale of the defendants' business, and the dissolution of the firm. See Goddard v. Pratt, 16 Pick. 428, 429; Deford v. Reynolds, 36 Pa.St. 325; Western Bank of Scotland v. Needell, 1 Fost. & F. 461. It is a well-settled rule of law that where an ostensible or known partner retires from the firm he will still remain liable for all debts and contracts of the firm, as to all persons who have previously dealt with the firm, and have no notice of his retirement. Story, Partn. § 160, and cases cited; Parkin v Carruthers, 3 Esp. 248, 249. See Howe v. Thayer, 17 Pick. 91. It has been decided that a partner not known to a defendant may sue to recover a bill contracted by his firm, and, by a parity of reasoning, a party dealing with a firm ought to be permitted to sue such firm, even if he does not personally know any of its members. Austin v. Walsh, 2 Mass. 401. The assumptions of the presiding judge that the plaintiffs did not know the defendants as the "Spring Brook Mills Manufacturing Company" was not evidence, and cannot be made evidence by the defendant at this stage of the case.
OPINION
The defendants asked the court to rule that, if the plaintiffs never knew that the defendants were the responsible parties in the Spring Brook Mills Company, and if that company did not owe them anything at the time these defendants ceased to do business, then these plaintiffs were not entitled to actual notice of the dissolution of the firm consisting of these defendants. This request was properly refused. The two particulars mentioned, taken by themselves alone, were not sufficient and decisive to exonerate the defendants from the duty of giving notice to the plaintiffs. It was not necessary that the plaintiffs should have known the names of the defendants. They might, from their own experience and otherwise, have become satisfied that the Spring Brook Mills Company contained and was managed by persons, as members of the firm, who were men of means, as well as regular and prompt in paying all their debts, although they never had ascertained the names of such persons. The defendants did not contend that during their membership...
To continue reading
Request your trial