Chandler v. Sherman

Citations

• 16 Fla. 99

Syllabus

<p>1. .It is the duty of a partner, to whom is entrusted the management of the books, to keep precise and accurate accounts of all his transactions for the firm. He should have the books always ready for inspection and examination, and his conduct should be consistent with fair dealing and good faith.</p> <p>2. One partner may exercise such powers and make such contracts as are appropriate to the business in which the parties are engaged, and within the customs and commercial practice thereto appertaining. A contract clearly beyond such powers, customs and commercial practice, cannot be sustained as against the firm, unless it is made with the consent of the other partner. Hence, where the aggregate amount of the capital contributed by two partners is the sum of $16,000—one contributing $9000, the other $7000—neither partner has authority, without the assent of the other, to borrow the sum of $2000 from a third party, agreeing to pay therefor twenty-five per cent, of the net profits of the concern. Where, in such case, the one partner avers the assent of the other, he is held to strict proof of the same.</p> <p>3. Two partners agree that either of them may take a certain proportion of the property, within a fixed time, at a certain valuation. This contract being executed by one of the parties taking possession within the time fixed, the other cannot insist upon the price which the partner taking the property received for it from a third party. He is restricted to the agreement.</p> <p>4. Where the firm has purchased the interest of a third partner, and has paid a large proportion of the purchasemaonoy, the managing partner of the concern cannot, without the assent ol the other partner, debit himself in the accounts of the new firm with its debt to the retiring partner, and claim a proportionate share of the assets of the old firm. The balance of the debt to the retiring partner is a debt of the new firm, and the account must be so stated. .Even if the retiring partn