Southwick v. Allen

11 Vt. 75 | Vt. | 1839

The opinion of the court was delivered by

Bennett, J.

The first question presented for the consideration of the court is, whether the evidence produced tended to prove a dissolution of the partnership of Allen & Blodget. If so, it should have gone to the jury.

That the discontinuance of the business of the old firrp and the formation of a new one, who succeed in business at the same store, has no tendency to prove a dissolution, is more than can be maintained. The object of the formation of a partnership is the transaction of business, and when this object ceases, there is no inducement to continue the partnership. It is not necessary for the closing up of the old-business of the firm, and the discontinuance of the business of the old firm and the formation of a new one are common attendants upon a dissolution. The case states that evidence was given to prove the discontinuance of the old firm, and the formation of a new one; and most certainly, if there was a discontinuance of thejñrm, and not simply the business of the firm, there must have been a dissolution. The term necessarily imports it. In this respect, then, the court below were wrong; but we think the evidence had no tendency to prove a notice to the plaintiffs of the dissolution prior to giving the note in question.

The facts insisted upon as evidence of the notice of the dissolution are, that it was notorious in the neighborhood that Theron H. Blodget had become a partner in the store, and that notice was given in the papers published at Middlebury °f the formation of the last partnership, and that business would be done thereafter in the name of Allen, Blodget & Co. It may be remarked, that no evidence was offered of a notice that Allen & Blodget had discontinued their business, or that the business of A. & B. would be continued by the new firm, but simply “that business would thereafter be done under the name of Allen, Blodget & Co.” The formation of a new partnership, alone, is no evidence of the dissolution of a previous one existing between a portion of a new firm ; and consequently the publication of this fact can have no effect. The plaintiffs were not residents of the state, and can in no way be affected by matter that may be notorious in the neighborhood of the defendants. On the whole, we are satisfied the county court were correct in holding that there was no evidence in the case to go to the jury, tending to prove a notice of the dissolution, and that the judgment below was correct, and must therefore be affirmed.