Kaufmann v. Kaufmann

Citations

• 239 Pa. 42
• 86 A. 634
• 1913 Pa. LEXIS 520

Syllabus

<p>Partnership — Good will — Leasehold.</p> <p>1. Good will as an element of value or an asset of a partnership business has no meaning, except in connection with a continuing business.</p> <p>2. Where partnership articles provide that upon the death of one of the partners, the surviving partners shall purchase the interest of the deceased partner for a sum equal to the deceased’s share “of the net assets of the firm at the inventory last preceding” the death of the deceased, “and further plus an amount equal to ten per cent, of the aforesaid decedent’s partnership interest in consideration of the decedent’s part of the good will of this firm,” and it appears that certain valuable leaseholds on the property where the business was conducted were not included in the inventory, such leaseholds will be considered as included in the good will, and cannot be made an item of separate charge.</p> <p>3. In such a case the fact that the partnership had a contract with its employees from which it appeared that the partners as between themselves treated the increment on the leaseholds as profits has no-bearing on the construction of the partnership articles, since the latter indicate without any ambiguity that the leaseholds were included in the good will.</p> <p>Partnership — Dissolution by death — Purchase by survivors of deceased partner’s interest — Construction of partnership articles —Contracts.</p> <p>4. Partnership articles provided that upon the death of a partner, the surviving partners “shall purchase all the right, title and interest therein of the decedent for a sum equal to his share of the net assets of the firm at the inventory last preceding the said death, minus such amount as he may have drawn in cash or merchandise and plus such amounts as he may have contributed over and above his share from the time of his death back to the last preceding inventory, and further plus an amount equal to ten per cent, of the aforesaid decedent’s partnership interest, in consi