Bachia v. Ritchie

Headnote

This was an action for the dissolution of a copartnership. and for an accounting and appointment of a receiver. Plaintiffs’ intestate and defendants entered into a copartnership agreement January 1st, 1859, by the terms of which the copartnership was to continue until one of the partners should give the other three months’ written notice of his wish to dissolve, and upon giving such notice, at the end of the three months it should terminate, at which time the partnership property was to be inventoried and defendant Ritchie was to have the privilege of purchasing, and a settlement was to

be had without delay. Suosequently Ritchie bought out the-interest of defendant Gilbert. On the 17th January, 1863, Ritchie gave the requisite notice, and after the expiration of the three months he continued the business in his own name, retaining the firm assets and using the tools and materials. Plaintiffs’ intestate in June, 1863, opened negotiations for the purchase of the assets, calling them Ritchie’s, and offered to become plaintiffs’ agent, but did not succeed in effecting an arrangement. Defendant Ritchie claimed to be the owner of the property, and that he should account for its value as if inventoried in accordance with the provisions of the copartnership agreement at the end of the three months. Held, that the parties had the right to waive the inventory as a condition precedent to defendant Ritchie’s election to purchase the property, and that his retaining possession and using the property after the expiration of the three months, with the acts of plaintiffs’ intestate, warranted an inference of such waiver, and of an understanding that Ritchie was to take the property, and that the partnership was terminated at the end of the three months’ notice, and the property was to be inventoried as claimed by defendant.