Menzies' Trustees v. Black's Trustees and Others [1908] ScotLR 205 (01 December 1908)

Menzies' Trustees v. Black's Trustees and Others [1908] ScotLR 205 (01 December 1908)

The right of Lady Menzies to the annual allowance terminated wholly on the dissolution of the partnership, as the obligation was conditional on the business being carried on by the surviving partners and did not create a personal obligation after dissolution.

Citation
[1908] ScotLR 205
Parties
First Parties: Alan Lockhart Menzies, W. S., Edinburgh, and others, trustees of the late Sir William John Menzies, W. S., Edinburgh; Second Parties: George Lewis Aitken, solicitor, Kirkcaldy, and others, trustees of the late A. W. Black, W. S., Edinburgh; Third Party: A. L. Menzies as an individual; Fourth Party: Dame Annie Percival Drought or Menzies, Canaan House, Edinburgh, widow of the said Sir W. J. Menzies
Jurisdiction
Scotland
Judgment Date
01 December 1908
Procedural Posture
Special Case / Inner House, Second Division, Court of Session
Outcome
Right to annuity terminated on dissolution of partnership.
Legal Topics
Dissolution of Partnership, Obligation to Pay Annuity, Interpretation of Partnership Agreements
Partnership Law Contract Law Dissolution of Partnership Obligation to Pay Annuity Interpretation of Partnership Agreements

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Parties

Alan Lockhart Menzies, W. S., Edinburgh, and others, trustees of the late Sir William John Menzies, W. S., Edinburgh

First Parties

George Lewis Aitken, solicitor, Kirkcaldy, and others, trustees of the late A. W. Black, W. S., Edinburgh

Second Parties

A. L. Menzies as an individual

Third Party

Dame Annie Percival Drought or Menzies, Canaan House, Edinburgh, widow of the said Sir W. J. Menzies

Fourth Party

Procedural Posture

Special Case / Inner House, Second Division, Court of Session

Legal Issues

  1. 1 Whether the obligation to pay an annuity to the widow of a deceased partner survives dissolution of the partnership
  2. 2 Whether the agreement created a personal obligation on the partners to pay the annuity after dissolution

Ratio Decidendi

The right of Lady Menzies to the annual allowance terminated wholly on the dissolution of the partnership, as the obligation was conditional on the business being carried on by the surviving partners and did not create a personal obligation after dissolution.

Court Disposition

Right to annuity terminated on dissolution of partnership.

Orders

  • Declared that the right of Lady Menzies to the annual allowance of £300 terminated wholly on the dissolution of the firm on 24th March 1906.
  • Found it unnecessary to answer the remaining questions.