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GIRARD BANK AND EDWARD FEILKE v. HARRY C. HALEY ET AL. (01/27/75)

decided: January 27, 1975.

GIRARD BANK AND EDWARD FEILKE, CO-EXECUTORS OF THE ESTATE OF ANNA REID, APPELLANTS,
v.
HARRY C. HALEY ET AL.



COUNSEL

Raymond Jenkins, Ambler, for appellants.

Jack A. Rounick, Pechner, Sacks, Dorfman, Rosen & Richardson, Norristown, for appellees.

Eagen, O'Brien, Roberts, Pomeroy, Nix and Manderino, JJ. Jones, C. J., did not participate in the consideration or decision of this case.

Author: Pomeroy

[ 460 Pa. Page 239]

OPINION OF THE COURT

This suit in equity was brought by appellants' decedent, Anna Reid, who averred in her complaint that she had dissolved a partnership between herself and the defendants, and prayed that the business of the firm be wound-up and its assets distributed. During the course of the proceedings Mrs. Reid died and the executors of her estate were substituted as parties plaintiff. The

[ 460 Pa. Page 240]

    principal question for decision is whether the partnership was dissolved during Mrs. Reid's lifetime, as she averred and her personal representatives urge, or upon her death, as the trial court found.

The following facts are not in dispute. On September 28, 1958, Mrs. Reid and the three defendants, appellees here, entered into a written partnership agreement for the purpose of leasing for profit certain real property located in Montgomery County, Pennsylvania. Mrs. Reid was to manage the property, and the defendants were to perform the physical labor necessary to maintain the premises in good condition. The initial partnership assets consisted of real estate valued at $50,000 and $10,000 in cash, both contributed by Mrs. Reid, and an additional sum of $10,000 in cash contributed in equal shares by the three other partners. By letter addressed to her partners, the defendants, Mrs. Reid notified them that she was dissolving the partnership and requested that the partnership assets be liquidated as soon as possible.*fn1 Meetings between the partners following receipt of this letter failed to produce agreement for a plan for liquidation or as to the respective rights of the parties in the assets of the partnership. This suit praying for a winding up of the affairs of the partnership and a liquidation of its assets was then brought.

[ 460 Pa. Page 241]

The chancellor found that the partnership had been dissolved, not by Mrs. Reid's letter, but rather by her death, and concluded that the defendants, as surviving partners, were entitled to exercise their option under the partnership agreement to purchase the interest of the deceased partner.*fn2 Having determined that the defendants had in fact exercised their option to purchase Mrs. Reid's interest, the chancellor entered a decree nisi ordering the defendants to pay the estate in discharge of the purchase price the sum of $29,165.48*fn3 plus seventy per cent of the

[ 460 Pa. Page 242]

    income of the partnership for the calendar year 1971. Exceptions filed by the executors to the adjudication were dismissed and the decree nisi was adopted ...


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