Vilas v. Farwell

9 Wis. 460

• Court: Wisconsin Supreme Court
• Decided: November 9, 1859
• Status: Published

Opinion

By the Court,

Paine, J.

Without determining in this case whether the complaint sets forth enough to show that Fisher ever became legally bound as a member of the joint stock company, of which there is much doubt, we think the judgment must be affirmed for the following reasons:

It appears from the complaint that if there was any liability at all as between the parties to the undertaking, it was that of a partner. Fisher died, which worked a dissolution of the partnership; and after his death the survivors sold the property, real and personal, of the association, and “ all demands and claims due the same,” to the plaintiff. There is no question as to creditors in the case. And that being so, we think that the shares which the partners had originally agreed to pay in, is not such a claim or demand due the firm, as would pass on a sale by the survivors of the partnership property, including claims and demands due. Such a share unpaid, or any part of it, would be a matter to be adjusted upon an account between the survivors and the representatives of the deceased; but does not, in our opinion, constitute such a claim as can be transferred by the survivors, so as to enable the assignee to maintain an action for such unpaid share, independent of such an accounting.