99 Ark. 238 | Ark. | 1911
(after stating the facts). It is conceded by the parties to the suit that purchasers of the share of an individual partner can only take his interest, and that interest consists in the vendor’s share of the surplus which remains after the payment of the partnership debts and the settlement of accounts between the partners. See 30 Cyc. 458 and 605.
This is the law, and it follows that where one partner transfers his interest in the partnership to a third person such purchase does not make the buyer a partner in the firm without the concurrence of the other partners, and the purchaser has only a right of accounting.
In the instant case, the appellant pleads a failure of consideration of the note sued on. It is true that the remaining partners refused to admit appellant as a member of the firm unless he assumed his proportionate part of its debts, and that it turned out that the partnership was insolvent. But it must be remembered that there is no charge of fraud or pretense of concealment on the part of appellee. The appellant had every opportunity to find out the condition of the affairs of the partnership. He knew as much about its affairs as the appellee. At the time of the purchase and sale, it was thought by both appellant and appellee that the partnership was solvent. When the remaining partners refused to admit him as a member of the firm unless he assumed a proportionate part of its debts, appellant had a right at once to -have an accounting. Instead of doing this, he allowed the remaining partners to remove the property of the partnership into an open air theatre where it was damaged by the weather.
Neither the amount of the debts of the partnership nor the amount of the damage to the property appears from the record. It may be, had the partnership property not been damaged as it was, that it would have been of sufficient value to pay the partnership debts. We can not tell. In any event we hold that, under the facts as shown by t'he record, the promise contained in the note sued on was a binding one, without reference to whether the venture was a profitable one or not.
“In estimating the value of a thing as the consideration for a promise, there is a manifest distinction between property of a certain and determinate value, and things which have but a contingent and indeterminate value. But, in any event, mere inadequacy of consideration is not sufficient to defeat a promise. It is sufficient that the consideration shall be of some value. It may only be of slight value or such as could be of value to the party promising. Smock v. Pierson, 68 Ind. 405, 34 Am. Rep. 269.
The judgment will be affirmed.
