M'Gown and Cameron v. Henderson

The defender maintained that the said option was exerciseable by him at the dissolution which had taken place on the 24th September 1913, and that he was entitled to have a valuation made accordingly, and he refused to concur with the pursuers in having the said business wound up and the assets thereof divided among the partners.

Opinion .—“The question between the parties in this case may be described as being whether or not the defender is right in his contention that he is entitled to the option indicated in clause 8 of the contract of copartnery. If he is right, then I apprehend he is entitled to absolvitor here; on the other hand, if he is wrong the pursuer would be entitled to get the declarator which he asks.

By section 27 (1) of the Partnership Act of 1890 it is provided that where a partnership entered into for a fixed term is continued after the term has expired, and without any express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term so far as is consistent with the incidents of a partnership-at-will.

The contention of the pursuers is that such a provision as is contained in clause 8 of the contract of copartnership is inconsistent with the provisions of a partnership-at-will. As was contended by Mr Watson, they maintain that on a sound construction of article 8 the only event contemplated is the actual termination of the contract on the expiry of the five years, and that upon that event having occurred the right to the option ceased altogether.

Lord Dundas —The question in this case is certainly a short one, and does not lend itself to any elaboration of statement. The decision depends, as in each case of this sort it must depend, upon the construction to be put on the language of the particular instrument under consideration.