221 Pa. 511 | Pa. | 1908
Opinion by
The firm of George K. Hubbard & Company, which was composed of George K. Hubbard, J. Quincy Adams and Edwin Halpen, was organized June 1, 1876, for the purpose of carrying on a wholesale grocery business in the city of Philadelphia. On June 1, 1883, Halpen retired from the firm, having assigned his interest to his copartners, and Hubbard and Adams continued the business under the same partnership name until 1892. Hubbard owned a five-eighths interest in the firm, and Adams a three-eighths interest. On November 30, 1892, the partnership was dissolved by mutual consent, the terms of dissolution being afterwards embodied in a written agreement signed by both parties under date of December 30, 1892. A statement prepared as of the date of dissolution, from the private ledger of the firm, showed that as
On July 9, 1896, J. Quincy Adams filled this bill for an accounting against the surviving partners of the firm of George X. Hubbard & Company, and the administrator of George X. Hubbard, deceased. An answer was filed and the case was put at issue and referred by agreement to Horace M. Rumsey, Esq., as referee. On September 10, 1901, the referee filed an interlocutory report, recommending a decree for an accounting by the administrator of George X. Hubbard, deceased, only. Upon exception, the court in an opinion by Arnold, P. J., held that the complainant was entitled to an account, as found by the referee, and sent the case back to the referee to take further testimony and report the facts and law thereon to the court, together with a proper form of final decree. In his opinion Judge Arnold used this language: “We are also of opinion that the account stated between the parties at the time of the dissolution of the partnership in December 1892, shall be considered as a finally stated account, and not open to correction at this late day. By it Mr. Adams’ share of the assets of the co-partnership amounted to $22,030.76.”
It is upon this language of Judge Arnold that counsel for appellant bases his main contention in this controversy. In fact the only thing which he presents in his statement of the question involved, is whether this account in the private ledger, existing at the time of the dissolution of the partnership, was an account stated between the partners which fixed conclusively the amount which was due to the plaintiff and
The method pursued by Judge Audenried was entirely correct, and is in accordance with the authorities which are well summed up in 22 Am. & Eng. Ency. of Law (2d ed.), 86, 87, as follows : “ Where a partnership is dissolved and its affairs are wound up, there must be a return of the firm capital to the partners contributing it, in order that there may be a distribution of the profits. Each partner’s contribution is regarded as a firm debt to such partner, which must be repaid before there are any profits to be divided. Where one partner has advanced capital in excess of another, the amount advanced is a preferred claim upon the property of the firm. The distribution of capital upon dissolution is in the same proportion in which such capital was furnished.”
A Pennsylvania case clearly establishing this principle and applying in its facts to the present case, is Plumly’s Appeal, 1 Mona. 177, where the master said (p. 178): “ When the partnership came to an end, December 31, 1884, it was the plaintiff’s right to have the assets converted into money, to have all liabilities to non-partners satisfied therefrom, and, out of what remained, to have returned to each partner his capital. If there was not sufficient for the return of the capital of each, the sum that was wanting should have been treated as a partnership loss: Nowell v. Nowell, 7 L. R. Eq. 538; and paid as other losses are payable; and, as has appeared, that was two-thirds by the defendant and one-third by the plaintiff.” In this particular the report of the master was confirmed by the court below, and by this court.
What we have said disposes of the questions raised by the assignments of error covered by appellant’s “Statement of Question Involved.” The remaining assignments of error are not properly before us, but if they were, it would be sufficient to say that they relate to questions of fact, upon which the findings of the referee have been confirmed by the court below, and therefore they would not be disturbed except for manifest error. Nothing of that kind has been shown.
This appeal is therefore dismissed, and the decree of the court below is affirmed.