M'Gown and Cameron v. Henderson [1914] ScotLR 714 (16 June 1914)

The right of pre-emption conferred by clause 8 of the original copartnery agreement is not inconsistent with a partnership-at-will and is therefore carried forward, making it exercisable by the first party at the dissolution of the partnership-at-will. The construction of the contract and relevant legal authorities support this interpretation.

Citation: [1914] ScotLR 714
Parties: Pursuer: Andrew M'Gown; Pursuer: Dugald Cameron; Defender: John Ralston Henderson
Jurisdiction: Scotland
Judgment Date: 16 June 1914
Procedural Posture: Civil / Appeal (reclaiming Motion) From Lord Ordinary
Outcome: appeal dismissed; judgment for defender affirmed
Legal Topics: Dissolution of Partnership, Partnership at Will, Pre Emption Rights, Tacit Relocation, Interpretation of Partnership Agreements

Partnership Law Contract Law Dissolution of Partnership Partnership at Will Pre Emption Rights Tacit Relocation Interpretation of Partnership Agreements

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Parties

Andrew M'Gown

Pursuer

Dugald Cameron

Pursuer

John Ralston Henderson

Defender

Procedural Posture

Civil / Appeal (reclaiming Motion) From Lord Ordinary

Legal Issues

1 Whether a right of pre-emption in a partnership agreement survives into a partnership-at-will after expiry of the fixed term.
2 Whether clause 8 of the copartnery contract applies at the dissolution of the partnership-at-will.

Ratio Decidendi

Court Disposition

appeal dismissed; judgment for defender affirmed

Orders

Court adhered to the Lord Ordinary's interlocutor and assoilzied (absolved) the defender from the conclusions of the action.