Slack v. Suddoth

• Citation: 52 S.W. 180
• Parties: SLACK v. SUDDOTH.
• Decision Date: 29 April 1899
• Court: Supreme Court of Tennessee

52 S.W. 180

SLACK v. SUDDOTH.

Supreme Court of Tennessee.

April 29, 1899.

Appeal from chancery court, Shelby county; Sterling Pierson, Chancellor.

Bill by W. M. Slack against A. K. Suddoth. From a portion of a decree for complainant, defendant appeals. Modified.

Smith & Trezevant, for appellant. L. & E. Lehman, for appellee.

WILKES, J.

Drs. Slack & Suddoth were partners in the practice of dentistry in the city of Memphis for a number of years. They occupied two offices on the second floor of No. 243 Main street, which they rented or leased year by year. They were equally interested in the business and property of the firm, and the partnership was unlimited as to duration. The subject of dissolution was discussed between them for several months, but no satisfactory conclusion was reached until, on the 30th April, 1894, complainant notified defendant that the partnership was dissolved. Before doing so, however, or on the day after, he rented another office in the same building, and near the head of the stairway, and on the next day after the dissolution he advertised in the daily paper that the partnership was dissolved, and he was located for practice in an adjoining room in the same building, and he put his sign up at his office door. Attempts were made between the parties to settle up their business, but they were unsuccessful. Suddoth remained in charge of the old offices, and used such of the furniture and instruments as he needed or wished. Slack then filed a bill to wind up the partnership, and he asked that a receiver be appointed to take charge of the lease and property, and sell the same, and that he be allowed to start the biddings for the same at $2,000. The defendant answered. The chancellor appointed a receiver, and directed him to offer the use and rent of the two rooms to both parties for the remainder of the year (about seven months), and to let them go to whichever would indemnify the other against the landlord's rent and give the greatest bonus in addition. He was also to take possession of the personal property, and hold it for further orders. Defendant thereupon obtained from one of the judges of this court a fiat superseding the order of the court below to sell the use of the offices. This was dissolved at the April term, 1895, of this court, and the cause remanded for further proceedings. In the meantime the current rent or lease expired, and defendant himself leased the rooms from the landlord, and continued in possession. The chancellor ordered a reference upon the several features necessary to settle accounts between the parties, and, among other things, the master was directed to report "what leases the partnership had when the suit began, and which one of the parties had received the benefit of the same, and how much, if anything, he should pay therefor, and who had paid the landlord's rent, and what damage had accrued to complainant by reason of the supersedeas sued out in this court. The clerk reported the facts as already stated, and that defendant should pay to the complainant $500 for his interest in the lease, upon the ground that it was valuable, and enabled the holder to appear to the public as the successor of the old and well-established firm, and procure a release of the property. This was excepted to, and exception overruled by the chancellor, and there was an allowance of $500 in favor of complainant for his interest in the remainder of the rental or lease contract, reciting that it was the value of the good will attached to the offices. From this much of the decree the defendant appealed, and this presents the only question before us.

The rental paid the landlord for the rooms under the lease to the firm was $49 per month, and after the firm dissolved defendant continued to pay this amount of rental, and after the expiration of that lease he re-rented at the same rate. It appears that the complainant also tried to re-rent the rooms at the same price after the firm lease terminated. The chancellor, as well as counsel, have treated the item of $500 as the "good will" of the firm. It is difficult to define what good will is. Lord Eldon said that it was simply "the possibility that the old customers will resort to the old place." Cruttwell v. Lye, 17 Ves. 335; Moreau v. Edwards, 2 Tenn. Ch. 349. But in Churton v. Douglas, Johns. Eng. Ch. 174, it was said that this was too narrow a view to take of it, and there it was said that it...