for winding up the company. As to the question as to the conversion of shares, it is one which must be tried elsewhere. 1865. Re AND WARE LIMITED. This is an attempt to extort the payment of a disputed HOUSING CO. debt, the validity of which ought to be tried before another tribunal, and the consequence is, that I must dismiss the petition with costs. CARR v. LEVINGSTON. Dec. 14. tenant, the terms on which THE HE testator, Mr. Levingston, being possessed of a After some copyhold called "The Blue Coat Boy Tavern," ", negociations, a landlord, by which he had let to Mr. Roseblade for a term expiring in his agent, stated, in a 1873, made his will in 1861. He thereby devised all his letter to the freehold and copyhold property in trust for his wife for life, with remainders over. And he thereby authorized his trustees to renew existing leases in consideration of a fine, which fine was to be held on the same trusts as the freehold and copyhold property. As to his personal estate, he bequeathed it to his wife absolutely. The testator died on the 24th of October, 1864. With respect to "The Blue Coat Boy Tavern," the he would renew his lease, but added, he would expect within a an answer The month. landlord died seven days afterwards, and on the following day, the tenant and agent, both of whom were then ignorant following circumstances had occurred, which gave rise to the question in this cause. The testator had entered of the death, into negotiations with Mr. Roseblade, his tenant, for met, and the tenant signed the renewal of the lease, and on the 17th of October, his acceptance 1864, the testator's land agent (Mr. Roberts) wrote to Mr. Roseblade specifying the terms on which the testator there was no binding conwould grant a new lease upon payment of a fine of tract. 2,000l. He added, " I expect that you will send me an answer of the terms: -Held, that 1865. CARR v. LIVINGSTON. answer within one month from the date, but Mr. Levingston will not be considered as having entered into any agreement until the fine be actually paid." On the 25th of October, 1864, Mr. Roseblade called on Mr. Roberts and signed a formal agreement to accept the lease upon the terms proposed, and he paid him 2007. on account of the premium. At this time the testator was dead, but neither Mr. Roberts nor Mr. Roseblade was aware of the fact. The agency of Roberts was not disputed. Mr. Roseblade was desirous of accepting the proposed lease and all parties were willing that it should be granted to him on the terms mentioned in Mr. Roberts' letter of the 17th of October, 1864; but a question. arose, whether the fine of 2,000l. would form part of the personal estate of the testator or ought to be held upon the trusts declared by the testator's will of the fines and premiums, and so be considered as real estate. Mr. John Pearson for the Plaintiff, a trustee. Mr. Selwyn and Mr. Eddis, for the widow, argued, first, that the tenant had the option of taking a renewed lease on the terms specified in the agent's letter, but to be exercised within one month. Secondly, that upon the exercise of the option, the fine of 2,000l. formed part of the testator's personal estate, and belonged to the widow; Townley v. Bedwell (a); Weeding v. Weeding (b). They also referred to Price v. Hathaway (c). (a) 14 Ves. 590. (c) 6 Madd. 304. (b) 1 John. & H. 424. Mr. Mr. Hobhouse and Mr. Whitehorne, for the other Defendants, were not heard. The MASTER of the ROLLS. I think there is no concluded agreement between the parties. If there had been, the tenant and the representatives of the testator might both have taken advantage of it; but this is a mere treaty. The landlord, by his agent, says to the tenant, I am willing to grant you a lease on certain terms, but before its acceptance the landlord dies. The 2,000l. must be held on the same trusts as the fines held under the will. 1865. CARR v. LIVINGSTON. THE GRIFFITHS v. BRACEWELL. Dec. 19, 20. By partnership three partners articles, one of HE Plaintiffs, William Bracewell, William Metcalfe Bracewell, and the Defendant Price Griffiths, entered into partnership as ironfounders, upon the might "deterterms of articles dated in 1863. "That it shall be lawful for William Bracewell, of his own free will and without assigning any reason for so doing, to determine the copartnership by giving six calendar months' notice in writing of his intention mine the copartnership by giving six calendar months' notice:" and in that case, inmediately after the expiration of the six calendar months, the SO assets were to be valued, and after the valuation being made and the result communicated, the partnership "shall, in regard to all the said partners, cease and determine :"-Held, that the partnership was dissolved at the expiration of the six months, and not from the completion of the valuation, though it continued after the six months, for the purpose of winding it up. 1865. GRIFFITHS v. so to do, and leaving such notice at the respective usual dwelling-houses of the said William Metcalfe Bracewell and Price Griffiths, or at the counting-house of the BRACEWELL. partnership, and then and in that case immediately after the expiration of the said six calendar months, it shall be referred to William Clarkson," of &c., &c., "to value the partnership assets, plant, property and liabilities, and, for that purpose, all account-books, papers and documents shall be produced and submitted to the valuer so appointed; and upon the valuation aforesaid being made, and the result thereof communicated to each of the partners or his personal representatives, the copartnership hereby intended to be established shall, in regard to all the said partners, absolutely cease and determine, without prejudice, nevertheless, to the remedies of the respective partners for any breach or nonperformance, breaches or non-performances, before such the determination of the partnership, of any of the covenants or agreements contained in these presents." Differences having arisen, the Plaintiff William Bracewell gave his co-partners a written notice on the 30th of May, 1864, that "it was his intention, at the expiration of the period of six calendar months from the day of the date thereof, to determine the partnership." After this, Griffiths in October, 1864, filed his bill to reform the articles, by striking out the 28th article, and in other matters. It prayed for a dissolution, and for an injunction to restrain William Bracewell from acting on the notice of the 30th of May, 1864. His suit, however, failed. The other suit was instituted by the two Bracewells against Griffiths in July, 1865, for a declaration that the partnership partnership had been dissolved by the notice of May, 1864, and to have the affairs wound up on that footing. No valuation had as yet taken place. Mr. Hobhouse and Mr. Waller for Griffiths. Mr. Selwyn and Mr. Speed, for Bracewell, insisted, that upon the strict terms of the 28th article, the partnership did not "absolutely cease and determine" until "the valuation aforesaid" had been "made and the result thereof communicated to each of the partners." Mr. Waller in reply. 1865. GRIFFITHS v. BRACEWELL. The MASTER of the ROLLS. In this case, on looking over the articles, my opinion is against Mr. Griffiths, and on two grounds. I think that the 28th clause of the partnership articles does not mean that there was to be no dissolution until the valuation had been made. I assent to the argument, that, in winding up partnerships there are two periods to be referred to, one when it is to be terminated by notice, and another period when, to use Lord Eldon's expression in Crawshay v. Maule (a), if one partner has a right to consider the partnership at an end, it may continue for the purpose of winding up the affairs that is, the partnership is going on for the limited purpose of winding it up. : The notice here was to determine the partnership at the end of six months; but it was still necessary that something more should take place. The business must Dec. 20. (a) 1 Swan. 507. necessarily 2 |