Heidenheimer Bros. v. Franklin

1 White & W. 481

• Court: Court of Appeals of Texas
• Decided: March 3, 1883
• Docket: No. 1442, Op. Book No. 2, p. 748
• Status: Published

Opinion

Opinion by

Willson, J.

§ 840. Partner; rule as to liability of an incoming. It is well settled that an incoming partner does not, by his entry into the firm per se, become liable for the existing debts of the firm. Pie becomes a member'of the firm for the future, and is bound for its future liabilities, but incurs no liability for what had transpired before he entered the firm. [2 Coll. Part. § 511 et seq.] It is also equally well settled, that if the incoming partner agree with the firm to pay the existing liabilities of the firm, such agreement is binding as between the parties to it, but the benefits of it do not extend to a creditor. As regards creditors who are not parties to such agreement, it is res inter alios acta, and does not confer upon them any right to fix the old debt upon the new partner. In order to render an incoming partner liable to the creditors of the old firm, there must be some agreement to that effect entered into between him and the creditors, and founded on some sufficient consideration. If there' be any such agreement, the incoming partner will be bound by it, but his liabilities in respect of the old debts will attach by virtue of the agreement, and not by reason of his having become a partner. [2 Coll, on Part. § 525.]

March 3, 1883.

Affirmed.