Citation Numbers: 74 Fla. 393
Judges: Browne, Ellis, Taylor, West, Whitfield
Filed Date: 11/28/1917
Status: Precedential
Modified Date: 9/22/2021
This is air appeal by complaint from a decree dismissing a bill praying for an account to be stated between her and the defendant William Douglas, her former partner, upon a contract between them for a dissolution of the copartnership and against the United States Fidelity & Guaranty Company surety in a bond given by Douglas to carry out the terms of the agreement on his part to be performed.
The only matter of difference between the- parties is, whether certain moneys on deposit in a bank to the credit of the- copartnership when the contract of dissolution was entered into belongs to the defendant, or should be divided between them under the agreement of dissolution. The determination of this point involves a construction of paragraphs sis and eight of the contract.
Sarah Walter and William Douglas were copartners doing business under , the firm name of Philip Walter & Douglas. They did an insurance business in Jacksonville, Florida, that is to say the firm was the local agent for a number of Fire Insurance Companies doing business in Florida, and the General Agents for the Connecticut Fire Insurance Company in the State. On the 31st day of July, 1915, they agreed to dissolve the copartnership and entered into a written agreement to that effect. The general agency account was kept by the firm separtely from its other accounts as local agents.
At the time of the dissolution of the copartnership the assets of the firm consisted of money in bank on deposit, a balance due by the general agency account, accounts due to the firm, an automobile and office furniture.
The contract of dissolution provided, among other things, that the books of the firm should be audited,
Paragraphs Six and Eight of the contract are given here in full:
“6. That if the Connecticut Fire Insurance Company shall continue its general agency with either member of the firm, then the said member representing the said Connecticut Fire Insurance Company as general agent shall within sixty days from this date, deposit to the
“8. That after all liabilities of said firm are paid and discharged, as hereinbefore proivded, then any moneys or other assets thereafter remaining shall be divided equally between the said members.”
It was stipulated between the parties that at the close of business on July 31, 1915, there was on deposit in the bank to the credit of the General Agency account of the firm the sum of eleven hundred and eighty-three dollars and ten cents; that there was due from various agents to the General Agency account of the firm the sum of nine thousand one hundred and sixteen dollars and ninety-three cents; that there was due from the General Agency to the Connecticut Fire Insurance Company six thousand four hundred and twenty-eight dollars and forty-one cents, and that the Local Agency of Philip Walter & Douglas owed the General Agent the sum of one thousand seven hundred and six dollars and forty-one cents, which amount was included in the amount due from various agents to the General Agency,
The Connecticut Fire Insurance Company continued the defendant Douglas as its General Agent in Florida.
The complainant below contended that Douglas should deposit to the account of the firm established under the agreement of dissolution the amount on deposit in bank to the credit of the General Agency account of the firm of Philip Walter & Douglas: that is to say that in arriving at the “difference between the accounts payable to said General Agency as its assets, and the liabilities of said General Agency” the amount in bank to the credit of the General Agency account should be considered as being on the debit side of the ledger, that is as an asset, as “accounts payable to said General Agency as its assets.”
The defendant contends that no account should be taken of the item whatever. His idea seemingly being that the “General Agency account” at the bank would continue as it was, and to which he would succeed as the Connecticut Insurance Company’s General Agent. This view of the case the Chancellor seemed to take, and decreed the equities to be with the defendant, and dismisscl the bill.
It is conceded possibly that the money on deposit to the credit of the General Agency account of the firm belonged to the copartnership; that it was an asset of the firm; that if neither member of the firm had been appointed or continued as General Agent of the Connecticut Fire Insurance Company, the bank account would have been equally divided between them, or which is the same thing, used to pay partnership debts.
The partnership seemed to have been an equal part
Paragraph eight of the agreement would seem to clear any doubt as to the parties’ intention created by paragraph six. By the latter paragraph all liabilities of the
We have carefully read the briefs of counsel, but we cannot agree that so obvious an intention as that entertained by the parties to this agreement and expressed therein can be frittered away by fine distinctions as to the difference in meaning between the-phrases “Accounts payable” and “Accounts payable to,” or whether a bonk account is “money” or an “account payable.” In this case it was an asset of the copartnership and, as we read the agreement, was intended by the copartners to be equally divided between them. In this view of the case the decree of the Chancellor was erroneous and should be reversed.
It is so ordered.