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DENAWETZ v. MILCH. (03/20/62)

March 20, 1962

DENAWETZ, APPELLANT
v.
MILCH.



Appeals, Nos. 125 and 126, March T., 1961, from decrees of Court of Common Pleas of Allegheny County, April T., 1959, No. 2917, and April T., 1960, No. 122, in equity, in cases of Rose Denawetz v. Joseph Milch, and Same v. Jerome H. Milch, Morton A. Milch and Martin Abramson. Decrees affirmed.

COUNSEL

Carl E. Glock, with him Robert F. Banks, and Reed, Smith, Shaw & McClay, for appellant.

John A. Metz, Jr., with him Benjamin R. Rothman, Guy L. Warman, and metz, Cook, Hanna & Kelly, and Rothman, Gordon & Foreman, for appellees.

Before Bell, C.j., Musmanno, Jones, Cohen, Eagen and Alpern, JJ.

Author: Cohen

[ 407 Pa. Page 116]

OPINION BY MR. JUSTICE COHEN

In 1947, Joseph Milch, defendant-appellee, and John Denawetz formed a partnership named Denny-Mills Company for the purpose of engaging in the wholesale

[ 407 Pa. Page 117]

    distribution of ladies', children's and infants' ready-to-wear and general merchandise. By the time of Denawetz's death in 1954, Denny-Mills had become the sole distributor in the greater Pittsburgh area of several name-brand lines.

The Milch-Denawetz partnership agreement granted Rose Denawetz, plaintiff-appellant, the option, upon her husband's death, to become a partner with Milch in the business, or to be paid in cash the value of her husband's interest in the partnership. Appellant elected to become Milch's partner, and the partnership business continued normally until 1959, with Milch acting as the managing partner directing the operations of the firm.

After protracted negotiations to decide who was to buy out the other's interest in the business, in 1959, Milch and Mrs. Denawetz executed a written agreement under which Milch was to "sell, assign, transfer and set over" to appellant, for $100,000, "all of my right, title and interest as a partner in the firm of Denny-mills Co., and in all its money and other assets and all of my rights under the Agreement of Partnership dated June 9, 1947. ..." Simultaneously, Milch executed and delivered to appellant a bill of sale wherein he granted to her "all the right, title and interest of JOSEPH MILCH as a partner in the firm of Denny-Mills Co., and all its money and other assets of any and every kind."*fn1

On the day following this transaction, Milch opened his own storeroom and began to engage in a virtually identical business to his prior one under the name of Joseph ...


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