2 Edw. Ch. 129 | New York Court of Chancery | 1833
A partnership agreement, like any other, is binding upon the parties; and they must adhere to its terms. Neither partner is at liberty to recede from it against the will of the other, without a sufficient cause. Mere dissatisfaction by one partner will not justify him in filing a bill for a dissolution where, by their express agreement, it is to continue for a definite term ; and this court will not interfere to dissolve the contract upon such ground. Here, there was a five years partnership, with the privilege of dissolving it at the end of two years. The complainant has become dissatisfied ; and he makes various charges in his bill, showing prima facie cause enough for a dissolution before the stipulated time. But, his allegations are positively and fully denied in the answer. As the matter now stands, the complainant’s case fails; and he would not be entitled, on the hearing, to a decree for a dissolution—.consequently, not to an injunction or receiver in the mean time. If there be any breach of covenants by. one partner which, in its consequences, would be so important as to authorise the party complaining to call for a dissolution before the co-partnership could be dissolved by the efflux of time, the complainant may then have an injunction: Glow, 135. There must be some actual abuse of the partnership property or of the rights of a co-partner and not a mere temptation to such abuse, which will induce this court to interfere; Glassington v. Thwaites, 1. S. & S. 124.
The same rules apply in respect to the appointment of a receiver. It must appear to be such a case as would authorise a decree for a dissolution: Goodman v. Whitcomb, 1. Jac. & W. 569 ; Collyer, 195, 196. In thus interposing, the court generally looks to the winding up of the affairs and not to the continuation of a trade under its authority. Where a dissolution has already taken place or it is apparent that if,
The injunction must be dissolved ; and the motion for a receiver denied.
