WITHERS V. WITHERS, 33 U. S. 355 (1834)

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U.S. Supreme Court

Withers v. Withers, 33 U.S. 8 Pet. 355 355 (1834)

Withers v. Withers

33 U.S. (8 Pet.) 355


Partnership. Construction of articles of co-partnership as they related to the expenses of the co-partners.

The case as stated in the opinion of the Court was as follows:

The bill filed by the appellee in the court below alleges that on or about 7 March, 1815, the parties to this suit entered into co-partnership, as merchants in trade, in the Town of Alexandria under the firm and style of J. & R. Withers. That the complainant, John Withers, was to furnish to the firm fifteen thousand dollars, and to receive three-fourths of the profits of the business, and the defendant, Reuben Withers, was to furnish five thousand dollars, and receive one-fourth of the profits, and in case of loss, it was to be borne in the same proportion, and that each party was to pay his own individual expenses. That the business was continued upon the same terms and conditions in all respects (the name and style of the firm having been changed to that of John Withers & Co), until 13 December, 1819, when it was dissolved by mutual consent and upon certain terms which need not be here stated. The bill then alleges that the complainant, never having received a satisfactory account of the disbursements and transactions of the defendant whilst in New York as a member of the firm, they were excepted out of the settlement of the partnership concerns, and the defendant agreed to render a true, full, and just account of all his purchases and transactions in New York as a member of the said firm, and that he should be exclusively liable for all debts and engagements which he might have contracted or made in the name of said firm and for which they had not

Page 33 U. S. 356

received full benefit. And the bill charges that the defendant had failed and neglected to render such account, and prays that an account may be taken of such disbursements, dealings, and transactions, and that the defendant may be decreed to pay over to the complainant what, if anything, upon the taking of such account, may be found due to him.

The defendant in his answer admits the partnership was entered into upon the terms and conditions stated in the bill, and avers that he regularly transmitted to the house at Alexandria invoices of all goods purchased in New York, and that the same were entered on the books of the firm, which are in the possession or under the control of the complainant. The defendant admits that it was stipulated in the articles of co-partnership that each party was to pay his own individual expenses, which, as he alleges, was meant and intended to apply when the parties were at home, and not traveling on the business of the firm. And he expressly avers that all the funds put into his hands were well and faithfully applied to the objects for which they were remitted and received. The defendant also admits that upon the dissolution of the partnership, he did agree to render a full, true, and just account of all his purchases and transactions in New York as a member of and on account of said firm, and to be liable for all debts and engagements which he may have entered into (if any) on account of said firm and for which the said firm may not have received full benefit and advantage. And avers that he has fully complied with his engagement to render such account and submitted the same for examination, and that the account, when examined and corrected, was balanced, as he thinks, on the books of the company, which are in the possession or under the control of the complainant. And that there is no debt due in the City of New York or elsewhere from the said firm contracted by him, the defendant, but that every such debt, contract, or engagement, so far as he knows or believes, has been paid off, satisfied, and discharged.

The cause afterwards being set down for hearing, was, on motion of the complainant, referred to a commissioner to state and settle the partnership accounts between the parties.

Upon the coming in of the report of the commissioner, sundry exceptions were taken and argued by counsel, all of which

Page 33 U. S. 357

were overruled by the court except one, which related to the defendant's charge for his expenses in New York, amounting to $1,756. The exception to this charge was allowed, and the cause referred back to the commissioner with directions to allow the defendant his reasonable traveling expenses to and from New York and the necessary difference between the expense of living at New York and at Alexandria.

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