Mohammed Hamed v. Daniel Pfeifer

STANLEY, Commissioner. Morris Baker and Morris Wides, deceased, had been partners for several years before June 13, 1938, when they executed articles of partnership. They had two firms, one Wides & Baker, handled hides, second-hand material and junk. The other, Star Gas & Oil Company, was engaged in the wholesale and retail distribution of gasoline, oil, etc. When Wides died testate July 28, 1943, the partnership owned valuable property used in its business. It also owned a residence having no relation to its business. The late appraised value of the assets was about $100,000. Baker became a party to a suit to settle Wides estate and the question of the manner of settling the partnership, especially as to what rights Baker had under section 14, of the articles of partnership, was developed. It is as follows: Upon dissolution of the partnership by reason of the withdrawal, death or other act of any of the partners, the remaining partner shall have the right to purchase the interest of the retiring or deceased partner in the said business, assets, good-will and business real estate, by paying the value of such interest as determined by actual valuation of the personal property and merchandise on hand, good-will of the business, on the basis of current market prices; the value of the real estate, and the gas and oil station and gas and oil business shall be ascertained by competitive bids on same. If the surviving partner fails to purchase at such prices, then the business assets and real properties shall be sold to the highest bidder, the debts of the partnership paid, and the remaining assets distributed in accordance with the rights of the partners.