45 Ill. 143 | Ill. | 1867
delivered the opinion of the Court:
Jones and Bliss being partners in the business of butchers, the former, after ten months of copartnership, bought the entire interest of the latter in the business and firm property. Jones was to pay Bliss a certain sum of money in installments, and also to pay all the debts of the concern and have all the assets, among which book accounts and choses in action were especially enumerated. Among the book accounts at the date of the sale was one for $141.62 against Bliss, and the object of the bill in this case was to set off this account on the debt due from Jones to Bliss. It is insisted that this can not be regarded as a debt due the firm, as no action at law could have been maintained to recover it, and, if viewed as a debt, Bliss would be both the debtor and the creditor. But the question before us is, what was the intention of these parties as indicated by their written words % Jones was to have all the book accounts, and among them was one against Bliss, which was not excepted from the general transfer. It does not matter that it was not collectable at law. It was nevertheless a book account, the payment of which was equitably due from Bliss to the firm, and the payment of which equity would have secured on a settlement of the partnership affairs. A partnership creates an artificial entity, distinct from the constituent members of the firm, and in a court of chancery debts due from the firm to an individual member, or from a member to the firm, are constantly recognized and protected. We see no reason for holding the account against Bliss is to be excepted, by implication, from the language of the assignment, by which, in terms, it was certainly covered. The demurrer to the bill should have been overruled.
Judgment reversed.
Walker, J., dissenting.