Robertson v. Winslow

• Citation: 99 Mo. App. 546,74 S.W. 442
• Court: Court of Appeal of Missouri (US)
• Decision Date: 27 April 1903
• Parties: ROBERTSON et al. v. WINSLOW et al.<SMALL><SUP>*</SUP></SMALL>

74 S.W. 442

99 Mo. App. 546

ROBERTSON et al. v. WINSLOW et al.^*

Court of Appeals at Kansas City, Missouri.

April 27, 1903.

PARTNERSHIP—ACCOUNTING—LEASE BELONGING TO ONE PARTNER.

1. Plaintiffs and defendants entered into partnership, defendants owning a building on leased ground at which the business was to be conducted, and for which the partnership agreed to pay a specified rent; plaintiffs having the option to purchase a half interest in the building and improvements within one year. After the expiration of the year, the option not having been exercised, and the parties agreeing to move to another location, defendants sold their lease and building, and took a lease for 10 years of the new location, to which the business was moved, and a supplemental contract was entered into, by which defendants rented the new premises to the firm during the continuance of the partnership for the same rental defendants were paying. Held, in a suit for an accounting brought after the dissolution of the partnership by the terms of the contract, that plaintiffs were not entitled to any of the proceeds received by defendants from the sale of their buildings or lease of the first premises occupied, nor to any part of the value of the new lease.

Appeal from Circuit Court, Jackson County; L. H. Waters, Special Judge.

Suit in equity for an accounting, brought by R. S. Robertson and another against Cyrus J. Winslow and another. From the decree rendered, defendants appeal. Reversed.

Frank P. Sebree and Edward P. Gates, for appellants. Hamner & Hamner, for respondents.

SMITH, P. J.

Plaintiffs were a firm engaged in the business of trading in horses and mules under the name of Robertson Bros., and the defendants were likewise a firm engaged in the same business under the name of Winslow Bros. On September 1, 1898, the said firms entered into a copartnership under the name of Winslow Bros. & Robertson Bros. for the purpose of engaging in the horse and mule trade. At the time said two firms entered into said copartnership, the former (Winslow Bros.) held a five-years lease, three years of which was unexpired, on certain lots in Grand avenue, Kansas City, where they were carrying on their firm business at the time of the formation of the partnership with Robertson Bros. The improvements, consisting of a large barn, etc., had been erected at the expense of the lessees. It is proper to add that the lease contained a provision for a renewal at its expiration by the lessees for a further term of five years. The contract of copartnership between the two firms contained, amongst others, the following provisions: (1) That the life of the copartnership was to be three years from September 1, 1898; (2) that the lots hereinbefore referred to, with the improvements thereon, were to be used for carrying on the business of the consolidated partnerships, and for the use of such property the latter was to pay said Winslow Bros. a rental in monthly installments not exceeding $1,500, nor less than $1,320, per annum, the exact amount to be agreed upon by the parties at the end of the first year; (3) that Winslow Bros. were at any time during the first year of the existence of said consolidated copartnership, if requested by Robertson Bros., to sell and convey to them an undivided one-half interest in said barn and the improvements therein for not less than $3,000, or one-half of the cost of such improvements. No such request was ever made. During the latter part of the second year of the existence of the consolidation, most of the firms engaged in the horse and mule trade on Grand avenue removed to streets adjacent to the Kansas City Stockyards, so that most of that trade centered there. The members of the consolidation, seeing this, began to...