Walker v. Trott

4 Edw. Ch. 38, 1840 N.Y. LEXIS 343, 1840 N.Y. Misc. LEXIS 31

• Court: New York Court of Chancery
• Decided: April 16, 1840
• Status: Published

Opinion

The Vice-Chancellor :

The agreement entered into on the first of November, one thousand eight hundred and thirty-nine, on the dissolution of the partnership, that the defendants were to have charge of the partnership property and to go on and wind up the partnership concern, is not to be interfered with on slight grounds. There must be some palpable breach of contract or of duty or some misconduct amounting to fraud or such as will endanger the property and the rights of the partner who has withdrawn in order to justify this court’s interference by injunction and receiver: Collyer, 196, 197. The various allegations in this bill against the defendants are fully met and explained, and I am at a loss to perceive any sufficient ground of misconduct or bad faith or breach of duty on the part of the defendants within the principle laid down for depriving the defendants of the power of going on as they are doing to bring the business of the late partnership to a close. Of course the defendants will be held to account for all the property and the manner of disposing of it; and if any improper or erroneous sale or disposition is made, the complainant will have an opportunity of claiming remuneration from them for any loss or sacrifice of his interests. But it does not follow that the complainant has a right to intercept their proceeding under a mere apprehension of such loss or because he may think the defendants have not acted discreetly or judiciously in some particulars. The motion is denied; but costs may abide the event of the suit.