Faggelle v. Marenna
| Decision Date | 26 July 1944 |
| Court | Connecticut Supreme Court |
| Parties | FAGGELLE v. MARENNA et al. |
OPINION TEXT STARTS HERE
Case Reserved from Superior Court, New Haven County; Munger, Judge.
Action by Adeline Faggelle, administratrix of the estate of Michele Marenna, deceased, against Pasqualine Marenna and another for a declaratory judgment to determine whether a certain instrument transferred to the named defendant the interest of the plaintiff's intestate in a partnership business and other questions brought to the superior court and reserved by the court, for the advice of the Supreme Court of Errors.
Questions answered.
William J. McKenna, of New Haven, for plaintiff.
William L. Beers and George E. Beers, both of New Haven, for defendant Leonard Marenna.
Before MALTBIE, C. J., and BROWN, JENNINGS, ELLS and DICKENSON, JJ.
Michele Marenna and Leonard Marenna, one of his sons, were partners in business for many years. In 1938 they entered into a written partnership agreement to run two years. When the two years were up, they orally agreed to continue business ‘just the same’ and in fact did so. Michele died February 6, 1943. The written agreement referred to contained the following clause: On February 11, 1943, Michele's widow, Pasqualina, conveyed the one-half interest in the partnership Michele had owned to Leonard for a very substantial consideration. Michele's administratrix, Adeline Faggelle, a daughter, brings this suit for a declaratory judgment to determine the legal relations of the parties and the validity of this sale under the stipulated facts. Pasqualina was defaulted for nonappearance but Leonard, the only remaining defendant, appeared.
It is not unusual for partners to continue in business together after the expiration of the term of their written partnership agreement. Sangston v. Hack, 52 Md. 173, 189. If the business is thereafter carried on in the same way with no indication of change in control, methods or circumstances, the ordinary legal situation is that the partnership has become one at will but subject to the terms and conditions of the original agreement as far as they are applicable. Ibid; Normand v. Normand, 90 N.H. 548, 551, 11 A.2d 816, 21 A.2d 649; Bradley v. Chamberlin, 16 Vt. 613, 615; Mifflin v. Smith, 17 Serg. & R., Pa., 165, 168; In re Daub's Estate, 313 Pa. 35, 37, 169 A. 379; Metcalfe v. Bradshaw, 145 Ill. 124, 136, 33 N.E. 1116, 36 Am.St.Rep. 478; Corr v. Hoffman, 256 N.Y. 254, 258, 274, 176 N.E. 383; and see Chipman v. National Savings Bank, 128 Conn. 493, 498, 23 A.2d 922. On the death of Michele, Pasqualina was entitled to avail herself of that portion of clause 7 which provided that, in the event of the death of either partner, ‘the share of said deceased partner shall pass to his widow.’ She had the right to sell Michele's share in the partnership to Leonard. See Normand v. Normand, supra.
The plaintiff claims that, even if that is so, the quoted clause providing that the share of the deceased partner shall pass to his widow is ineffective as an attempted testamentary disposition not made in accordance with the Statute of Wills. In a similar situation it was said: ...
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...will is ordinarily without valuable consideration and lacks the element of present-existing contractual rights." Faggelle v. Marenna, 131 Conn. 277, 38 A.2d 791, 792 (1944) (holding that an agreement supported by mutual promises to perform did not constitute a will). Instead, a will creates......
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...in the form of mutual promises of all parties to the instrument is an attribute of a deed rather than of a will. Faggelle v. Marenna, 131 Conn. 277, 280, 38 A.2d 791. The expressed intent is that the remaindermen were presently granted remainders in fee in the property, subject to divestmen......
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