Milliken v. Loring , 37 Me. 408 ( 1854 )

Howard, J.

— Upon the dissolution of a partnership, the authority to make new contracts ceases,, and neither of the partners can make use of the estate, inconsistent with the settlement of the concerns of the partnership. But, as the association is held for past transactions, the connection subsists in a qualified sense, and each member has the same power as before the dissolution, to collect debts due to the partnership, and to liquidate and settle accounts, and to apply the partnership funds and effects to the payment of debts; and for that purpose the powers and duties of the partnership continue until the concerns of the association are closed up. Gow on Part. 253; Collyer on Part. § 546; Story on Part. § 328; Darling v. March, 22 Maine, 184; Morse v. Bellows, 7 N. H. 568. The powers are requisite to the fulfillment of the duties and obligations of the partnership.

A debt was due to Warren from the firm, before dissolution, and it was competent for either of the partners to pay it with partnership effects. If the creditor chose to take an account against the defendant, in lieu of money, in payment of his debt, we do not perceive any legal or equitable objection to that method of settling- and payingMs claim by one of the partners, in the name, and for the benefit of the partnership. The operation of the assignment was but an application of the effects of the partnership to the payment of a debt. The transaction violated no rule of law, and did not create any new obligation or contract, on the part of the partnership, or operate unfavorably to others; but would seem to facilitate the closing up the affairs of the partnership, and accomplishing the objects for which its qualified existence was prolonged. The law, in upholding- the assignment, will lend its aid to the assignee, to collect the account in the name of the firm.

The plaintiff is not concluded by any examination of the trustee; and he has shown that the latter did not disclose ■the assignment, of which he had been notified, but suffered judgment to go against himself by default, and in his own wrong. That judgment furnishes- the defendant no protection against the claim of the plaintiff in interest. Bachelder v. Merriman, 34 Maine, 69; Andrews v. Herring, 5 Mass. 212; Howes v. Waltham, 18 Pick. 451.

Defendant defaulted.

Shepley, C. J., and Hathaway, Rice and Cutting, J. J., concurred.