Elias v. EliasElias v. Elias
Opinion by
John Elias, with his three sons, operated in Philadelphia a rug business. Being a strong-willed man, John kept exclusive custody of the books and records, and, from time to time, paid his sons such sums as he felt they were entitled to. This ironhanded system seemed to work well and the business flourished. In 1950 he died and his eldest son, William, picked up the scepter of control and ordered his brothers around as the father had done in his lifetime.
One of the brothers, Thomas, objected to this patriarchal treatment, and he particularly grumbled that his brother did not pay him enough. When William refused to increase his compensation, Thomas decided to augment his financial returns by withholding from his collections (he being the outside man) such sums as he, on the scales of his own appraisement, believed were properly due him. William objected to this method of self-payment, not only because it deprived him of the control he felt was necessary in order to operate a successful business, but also because Thomas took too much.
Accordingly, William re-arranged the operation of the business in such a way that Thomas no longer had opportunity to help himself at the till. Thomas resented this, what he assumed to be, a despotic interference with his rights as a partner. Tempers mounted between the two brothers and in the summer of 1957, the tensions broke out into a violent quarrel. Thomas argued that William so underpaid him that he had to take odd jobs to supplement his wages. William argued back that Thomas owed the partnership money for the covert sums he had withdrawn from the firm’s cash register.
On March 29, 1985, William joined his father in eternal rest and Thomas now resurrected a claim against the partnership. He instituted an action in equity against Ms brother Samuel and Ms sister Mary Elias Dugdale, who had become a partner after her father’s death, demanding that they pay him for his share in the partnership’s assets.
The court, after taking testimony in this family eruption, concluded that both sides had gotten what they deserved. Time, the great assuager, had settled the issues with a fine sense of balance that even outdid Equity.
When Thomas left the partnership in 1957 and took no action against the firm he manifested an intention to relinquish his interest in the partnership; and, when William failed to pursue the partnership claims against Thomas for his alleged misappropriation of funds, the partnership evinced an intention to waive its rights with regard to any accounting from Thomas. This brought about an implied-in-fact contract, the chancellor held, and with justice.
A contract implied in fact is an actual contract which arises where the parties agree upon the obligations to be incurred, but their intention, instead of being expressed in words, is inferred from acts in the light of the surrounding circumstances.
Cameron v. Eynon,
All the surrounding circumstances in this case point to the conclusion that from the time Thomas left
If the contract in fact did not wholly kill the plaintiff’s right to an accounting, Laches did indeed deliver the mortal blow. Lacking fraud or concealment the general rule is that laches follows the Statute of Limitations. We said in
First National Bank v. Lytle Goal Co.,
The delay in this case was well beyond the six years statute of limitations. Laches particularly applies also because Thomas took no action until after William died. The court below appropriately observed: “Since William was admittedly the party who had the most intimate knowledge of the operation of the business, the defendants are obviously seriously prejudiced by plaintiff’s failure to bring suit until after William’s death.”
The plaintiff argues that his rights as a partner did not abate because the Fictitious Name Registration was not changed after 1957 to exclude his name. This incident is not controlling as to whether or not the plain
We are satisfied that the court below did not abuse its discretion in reaching its findings and conclusions, and the decree is therefore affirmed, each party to bear own costs.