Blood v. Fairbanks — 1 Cal. Unrep. 762

Majority

p. 762

JAMES A. BLOOD, Respondent, v. JOHN C. FAIRBANKS, Appellant.

No. 3280;

November 13, 1872.

Headnote

Partnership — Dissolution by Sale of Partner’s Interest. — If a partner, without the consent of his copartner, sells his interest to a third person, the sale dissolves the partnership.

Partnership — If a Partner Sells His Interest in the Firm to an Outside person, the remedy of a nonassenting copartner is not against the purchaser but the seller, who may be made to respond in a suit in equity for an accounting.

APPEAL from First Judicial District, Santa Barbara County.

Fernald & Richards for respondent; Chas. E. Huse for appellant.

See Blood v. Fairbanks, 48 Cal. 171 ; 50 Cal. 420 .

— The plaintiff has mistaken his remedy. Though it is -alleged in the complaint that Fairbanks succeeded in effecting a purchase of the interest of Hewitt through the false representation made to the latter that Blood had already sold, yet as Hewitt does not appear to complain of the fraud, the sale of his interest to Fairbanks was valid to operate a dissolution of the copartnership which, it is conceded, had theretofore existed between Blood and Hewitt under their contract with Fairbanks, and the latter having taken possession of the subject matter of the copartnership, the remedy of Blood is in equity and for an accounting, as in other cases in which an existing copartnership is terminated by the sale of all the interest of one of the copartners in the assets of the firm; and in such a proceeding Hewitt would be a necessary party.

Judgment reversed and cause remanded, with directions to dismiss the action.

Cases cited

Blood v. Fairbanks 48 Cal. 171 Cal. p. 762
Blood v. Fairbanks 50 Cal. 420 Cal. p. 762