Hibben v. Collister

Hibben v. Collister

Clause 24 entitles the surviving partners to purchase the deceased partner's share; the deed's 20% discount applies to that purchase; and goodwill is part of partnership assets and must be included in the valuation absent contractual exclusion.

Citation
(1900) 30 SCR 459
Parties
Defendant Appellant: Janet Parker Hibben; Defendant Appellant: William Henry Bone; Plaintiff Respondent: Elizabeth Christina Collister; Plaintiff Respondent: James Kammerer Lewis
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
12 June 1900
Procedural Posture
Appeal / On Appeal to the Supreme Court of Canada From the Supreme Court of British Columbia; Special Case Stated
Outcome
Appeal allowed in part: appellants entitled to purchase under clause 24 and to a 20% discount; respondents entitled to include goodwill in valuation; appeal allowed on questions one and two, dismissed on question three; no costs.
Legal Topics
Partnership Deed Construction, Purchase of Deceased Partner's Share, Discount Clause, Goodwill Valuation, Partnership at Will
Source Language
English
Contract Partnership Partnership Deed Construction Purchase of Deceased Partner's Share Discount Clause Goodwill Valuation Partnership at Will

Case Brief

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Parties

Janet Parker Hibben

Defendant Appellant

William Henry Bone

Defendant Appellant

Elizabeth Christina Collister

Plaintiff Respondent

James Kammerer Lewis

Plaintiff Respondent

Procedural Posture

Appeal / On Appeal to the Supreme Court of Canada From the Supreme Court of British Columbia; Special Case Stated

Legal Issues

  1. 1 Whether surviving partners are entitled under clause 24 to purchase the deceased partner's share
  2. 2 Whether the deed's 20% discount applies to the valuation of the deceased partner's share
  3. 3 Whether goodwill must be included in the valuation of the deceased partner's share

Ratio Decidendi

Clause 24 entitles the surviving partners to purchase the deceased partner's share; the deed's 20% discount applies to that purchase; and goodwill is part of partnership assets and must be included in the valuation absent contractual exclusion.

Court Disposition

Appeal allowed in part: appellants entitled to purchase under clause 24 and to a 20% discount; respondents entitled to include goodwill in valuation; appeal allowed on questions one and two, dismissed on question three; no costs.

Orders

  • Answer to question 1: Janet Parker Hibben and William Henry Bone are entitled as of right to buy the share of C.W.A. Kammerer under clause 24 of the deed.
  • Answer to question 2: Purchasers are entitled to a deduction of twenty per cent from the value of the share ascertained by account under the deed.