UNUSUAL DEED

Evening Post, Volume CXV, Issue 64, 17 March 1933, Page 9

UNUSUAL DEED

PARTNERSHIP CASE

COURT'S JUDGMENT

Judgment -was delivered by the Chief Justice (Sir Michael Myers) in the Supreme Court today in a partnership case in which the plaintiffs, were John L. Arcus, Harold Edwards, and Charles V. Sutherland, and the defendants Thomas Richardson, Godsell Living, and John McGill. An interpretation was sought of tho terms of a deed ot partnership dated October '26 1920, made between Thomas Richardson, financier, Godsell Living, mercer, and John McGill. According to the deed, the parties were to continue to be partners in the business, and it was provided that "the partnership shall continue until determined in manner hereinafter appearing but not otherwise."

After referring to the provisions in tho deed of partnership, his Honour said the scheme contemplated by the deed seemed to bo, subject to certain possibilities, that where a partner died or disposed of his interest to an outside purchaser his personal representatives or tho purchasers continued the partnership with the remaining partners. On September 20, 1932, Messrs. Living and McGill gave notice in writing to Mr. Richardson that the partnership wa3 terminated and dissolved. On. September 29, 1932, Mr. Richardson assigned his estate to.Messrs. Arcus, Edwards, and Sutherland for the benefit pf his creditors. On October o, 1932, the plaintiffs' solicitor notified Richardson's solicitors 'that the partnership could not bo regarded as a partnership determinable at will. On October 7, 1932, a notice was given to Messrs. Living and MeGill by Richardson whereby he purported to give three months' notice in writing of his desire to retire from the partnership.

The plaintiffs desired a determination of the following questions:—(l) Was the partnership determinable at will? (2) Whether a notice in the form of that given by Messrs. Living ■ and McGill to Mr. Richardson, dated September 20, 1932, is in form effective to terminate tho partnership? (3) Whether tho notice of October 7, 1932, given by Mr. Richardson to Messrs. Living and McGill is in form sufficient notice for the purposes of clause "0 of the deed of partnership?

.His Honour said that at the hearing counsel admitted they did not'desire the Court to answer questions (2) and (3), but asked leave to add tho following question: (4). For the purpose of clauses 22 and 17 of the partnership deed are the continuing partners entitled to have referred to arbitration tho price at which they are to purchase the share of the retiring partner? "It ■appeared quite plain, however, during the argument," said his Honour, "that if Messrs. Living and McGill are bound to purchase Mr. Richardson's share, and are entitled to have the matter of price referred to arbitration, a simple answer in the affirmative to question 4 would not bo sufficient."

His Honour said he considered that in this case* no "fixed term" was agreed upon for the duration of the partnership, but that it was entered into for "an undefined time," and that tho partnership must bo held to t>e a partnership at -will. He answered the first question in the affirmative. On that view of the case, tho fourth question, he said, did not arise.