Young v. Cooper
| Decision Date | 01 February 1947 |
| Citation | 203 S.W.2d 376 |
| Parties | YOUNG et al. v. COOPER. |
| Court | Tennessee Supreme Court |
E. J. Walsh and J. G. Lackey, both of Nashville, for appellants.
Armistead, Waller, Davis & Lansden, of Nashville, for appellee.
Edwin Young and Samuel Hillard Brown brought this suit against Robert J. Cooper to dissolve a partnership. Complainants prayed that the value of the interest of defendant in the partnership be ascertained without resorting to a sale of the partnership property; and that they be allowed to continue the operation of the partnership business and to purchase the interest of Cooper therein by paying to him the amount which the court determined to be the value of his interest.
Robert J. Cooper answered the bill and filed a cross-bill in which he prayed that the business of the partnership be liquidated, the debts be paid, and the surplus be distributed to the partners in accordance with their interest in the partnership. To liquidate the business cross-complainant prayed for the appointment of a receiver.
Young and Brown denied the right of Cooper to have the partnership business liquidated by a receiver or otherwise.
The chancellor sustained the cross-bill, granted the application for the receiver, and ordered the business of the partnership sold as a "going concern." Young and Brown were allowed to continue the operation of the partnership business pending the decision of the case in the appellate courts, if an appeal were taken.
Complainants appealed. Defendant did not. Defendant, however, has assigned errors in this court seeking to reverse certain parts of the decree of the chancery court which were adverse to him. A party, who does not appeal, may assign errors in this court, which will be considered by the court, if the appeal of the appellant is broad or general. Such assignments will not be considered by this court if the appeal is special or limited. Walsh v. Rose, 28 Tenn.App. ___, 193 S.W.2d 118.
The final decree in the chancery court provides: "To the foregoing action of the court in ordering a receiver, an accounting and sale, including the leases as assets and to all other action of the court in this cause adverse to the complainants, and especially to the action of the court in overruling complainants' motion for a new trial, complainants except and pray an appeal to the next term of the Court of Appeals sitting at Nashville, which appeal is by the court allowed and complainants are allowed thirty days from the entry hereof in which to make and file an appeal bond as required by law and in which to file their bill of exceptions."
The appeal in this case was special or limited, so we cannot consider the assignments filed in behalf of defendant.
We shall now dispose of the assignments filed in behalf of appellants. When reference is made to the partnership, we refer to the partnership composed of Young, Brown, and Cooper operating under the name of Market Basket Stores, unless otherwise indicated.
The partnership was formed by written agreement to become effective August 1, 1944. The partnership business was the operation of a chain of retail grocery stores in Davidson County, Tennessee. Young had been in this business many years. Young and Brown had been partners in the same business for a few years. By the new contract, Cooper was taken into the partnership. The contract provided:
and at such other place or places as the partners shall hereafter determine.
all of which properties are now vested in the partnership as per this valuation and shall be credited to the said Edwin Young and Samuel Hillard Brown on the capital to be contributed by them as follows:
The partnership business began with the operation of four stores. A central warehouse was rented for a term of three years where the bulk stock was kept and from which the merchandise was distributed to the retail stores. One new retail store was opened.
In August 1944, appellee gave appellants notice that he desired to terminate the partnership under the provisions of section 4 of the partnership contract. Appellants suggested that appellee name a selling price for his interest in the firm. Appellee named a price of $21,500....
To continue reading
Request your trial
-
Shah v. Racetrac Petroleum Co.
...(noting that integration clauses "should not be used to restrict the scope of proof" in fraud claims) (citing Young v. Cooper, 203 S.W.2d 376, 382-83 (1947)). For these reasons, Plaintiffs have raised a genuine issue of material fact with respect to their promissory fraud Related to the pro......
-
In re McGinty, Bankruptcy No. 97-25269.
...or representations concerning future events are not actionable even though they may later prove to be false. Young v. Cooper, 30 Tenn.App. 55, 203 S.W.2d 376 (1947). See Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 590 (Tenn.App.1980); Cf. Springer v. Bank of Douglas, 82 Ariz. 329, 31......
-
Agricultural Services Ass'n, Inc. v. Ferry-Morse Seed Co., Inc.
...firm, or with any other matter carrying with it the benefit of the business of the old firm." More recently in Young v. Cooper, 30 Tenn.App. 55, 74, 203 S.W.2d 376, 384 (1947), the Tennessee Court of Appeals said: The good will of a business is the reasonable expectation of its continued pr......
-
Trust Estate of Schaefer, Matter of
...556, 280 N.W.2d 335 (Wis.App.1979); See also Logoluso v. Logoluso, 233 Cal.App.2d 523, 43 Cal.Rptr. 678 (1965); Young v. Cooper, 30 Tenn.App. 55, 203 S.W.2d 376 (1947); Gathright v. Fulton, 122 Va. 17, 94 S.E. 191, 194 (1917); J. Crane and A. Bromberg, Law of Partnership §§ 73 and 80(c) (19......