McCall v. Moss

Citations

• 112 Ill. 493

Syllabus

<p>1. Partnership—what will work a dissolution. Where one partner. dies, or sells his interest in the partnership to-another, or a new member is admitted by the purchase of a portion of the capital stock owned by one of the members of the firm, either of these events will in law operate as a dissolution of the firm.</p> <p>2. Same—forming a new firm—evidence thereof—as affecting the binding force of the articles of the oldfirjn. In 1853 a partnership was formedunder the name of M., B. & Co. In 1855 one of the members died, and two of the surviving members bought his interest of his heirs, and the firm was continued until in 1856, when the interest of the deceased member was sold to a new member, the old firm name was retained, and they continued the same business; but new books were opened, in one of which this entry was made: “M., B., M. & F., (the latter being the new partner,) have this day entered into partnership,” etc.: Held, that such entry indicated that the prior firm had ceased to exist, and that another had been formed which was not governed by the original articles of co-partnership, and that such articles were not binding upon the new firm, except so far as they might be adopted by it in the management of its business.</p> <p>3. Same—modification of the terms of contract of partnership—by acts and transactions of the firm in the course, of business. The members of a partnership may waive, or modify and change, any provision in their original contract of partnership; and a change in that regard may be inferred from a long course of dealing inconsistent with its provisions. Partnership articles, in equity, are liable to be controlled, superseded, qualified or waived by the acts and transactions of the firm in the course of business thereof, whenever the assent of all the partners thereto may be fairly inferred, however positive and stringent their provisions may be.</p> <p>4. Same—changing items of interest charges, as between partners— whether all must a