Lawrence v. Hull

• Decision Date: 20 October 1897
• Citation: 169 Mass. 250,47 N.E. 1001
• Parties: LAWRENCE v. HULL et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

169 Mass. 250

47 N.E. 1001

LAWRENCE v. HULL et al.

Supreme Judicial Court of Massachusetts, Suffolk.

October 20, 1897

COUNSEL

Hutchins & Wheeler, for plaintiff.

Thomas F. & George R. Nutter, for defendants.

OPINION

HOLMES J.

This is a bill in equity, brought by the administrator of Andrew Lawrence, under Pub.St. c. 76, §§ 6, 7, to enjoin the defendants from using the name of Lawrence in their partnership name, which at present is Lawrence, Wilde & Co. The defendants rely on two written instruments, executed by Lawrence, as constituting a consent in writing which satisfies the statute. The most important of them was executed by Lawrence to his three remaining partners on the date of his retiring from the firm of Lawrence, Wilde & Co. as then constituted. By it he sold to them, "at this date constituting the firm of Lawrence, Wilde & Co., all my right, title, and interest to and in any and all things and property, of whatsoever name or nature, in which I have an undivided interest with said Hull, Wilde, and Darrow, as a member of the late firm of Lawrence, Wilde & Co., which co-partnership expired by limitation on the 31st day of January, 1889." The words of conveyance are thought to carry the right to use the firm name by implication. We are of opinion that they do not have that effect. The firm is contemplated as dissolved, and the conveyance is only of the property in which the former member of a now dissolved firm has an undivided interest, after the dissolution, with the other former members. But the statute gave each former member the whole and undivided interest in the use of his own name, and words could not have been framed more accurately to exclude a grant of that interest. It is true, however, that the earlier words, "at this date constituting the firm of Lawrence, Wilde & Co.," do import a license of some sort to use that style for the partnership. But they do not purport to grant such a license. They import that in some way the license already exists. And this was the fact, as we find by referring to the other and earlier instrument. By that while he was still a member of the firm, Lawrence agreed to sell out to his three other partners, and they agreed "to make a co-partnership contract, to commence on the 1st day of February, A.D.1889, for the term of five years under the firm name of Lawrence, Wilde & Co." This Lawrence assented to because he was a party to the instrument, and this was the only license the defendants, or any of them, ever had. It extended only for the five years contemplated by the agreement. With or without...