Morrison v. Morrison [1900] ScotLR 37_283 (12 January 1900)

Morrison v. Morrison [1900] ScotLR 37_283 (12 January 1900)

In the absence of express reservation, business books and documents essential to the operation of a business are included in the sale of the business and pass to the purchaser. Retention of book debts by the seller does not reserve ownership of the books, especially where the purchaser is obligated to collect such debts for the seller.

Citation
[1900] ScotLR 37_283
Parties
Pursuer: James Morrison; Defender: Robert Orr Morrison
Jurisdiction
Scotland
Judgment Date
12 January 1900
Procedural Posture
Civil Appeal / Appeal From Sheriff Court to Court of Session Inner House, First Division
Outcome
appeal refused; action dismissed
Legal Topics
Sale of Business, Transfer of Business Assets, Ownership of Business Books, Interpretation of Contract
Commercial Law Property Law Sale of Business Transfer of Business Assets Ownership of Business Books Interpretation of Contract

Case Brief

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Parties

James Morrison

Pursuer

Robert Orr Morrison

Defender

Procedural Posture

Civil Appeal / Appeal From Sheriff Court to Court of Session Inner House, First Division

Legal Issues

  1. 1 Whether business books and documents pass to the purchaser on sale of a business in the absence of express reservation
  2. 2 Whether retention of book debts by seller implies retention of business books

Ratio Decidendi

In the absence of express reservation, business books and documents essential to the operation of a business are included in the sale of the business and pass to the purchaser. Retention of book debts by the seller does not reserve ownership of the books, especially where the purchaser is obligated to collect such debts for the seller.

Court Disposition

appeal refused; action dismissed

Orders

  • Judgments of the Sheriff-Substitute and Sheriff affirmed
  • Action for delivery of business books dismissed