Nashville union and American. [volume] (Nashville, Tenn.) 1853-1862, 1861-05-18
DECIs ONs OF THE SUPREME COURT.
OFFICIAL.

DECIs ONs OF THE SUPREME COURT.
/ OFFICIAL.
Decisions OF the Supreme Court Of the
state OF Tennessee at Nashville, De.
Gem Der Term, 1850.
Dougl.s vs.. McWlirter.
This is action on he case brought by McWhir
ter against Douglas in the Court below on an in
! runeur il these words: Nashville, Nov. 9th,
1852. Mr. Anc ]. NJ Whirter, will psy you the
. esiimsted discrepancy between what The business
Of II. & Dougla- s. Co. proHi,Ps for the rext
three years 81 comp Ared With fer made to you
oy another party for same time, which we now pre-
sumo to be from oRe dollar 10 three thousand dol
lars SO soon IS = amount Gao be arrived at
| HU DOUGLAS %
| In order to comprehend this writing must
look to the facts and circumstances usdsr which i
aas executed and to which it refers On the LIST
Of December lS49 Hugh and Byrd Douglas, mer-
| chants of Nashville, having sctnsl capital OF
sl74,s4 80 took into partnership with taem till
November 80 b, 1852, the said New Samuel
C. Godshall ard Jasper N. Bailey, neither Of whom
had any capital By the arncl's Of partnership
DARED December l, 1919 Hugh Douglas was to be
head salesmsn regular cashier and controlling pro-
prietol: Byrd Douglas. head purchsrer Correspond
ent and controlling proprietor: Godshal, book
| koSner, assistsnt correspondent and cashier:
MeWhrter, .lesmsn and general business naL'
ADD Bsiley the sane. Balances we're 10 De
|
yesry to ascertain the gross DE- BIT due, from which
vas 10 be deducted the nncollectsbe debt net leis
Than % nor thSB per cent. 10 dafrsJ the eI-
pense Of cloeieg the bus ness to the d tte OF thu
oaIs nee the annual salaries Of the psrtners, to wi:
20 Hugh Doukas 81 OUO Byrd Uglss 81 OOo
| G ,dshsll ST. 0cO, McWhnter $3.50, and Bailey
| $3.50 to be placed to the credit Of each b3
ensreipR the same 10 a. Expense Account,
and per oau'. rer snDum interest on the active
capital Of High sad Byrd Douglas Is above
ti:ed, thus sscsrtsining the profit or diyi-
lend which was to be Rppor' Toned as fellows: 90
per cent thereof equslly TO Hugh and Byrd Douglas
aud the residue. Is per cent, IN equsl sums TO
3oodshsl McWhirter and Bailey TO remain IN and
be used by The house for SIX months without inter
est and then TO be subject to aft by the parties
respeciively as cash. The articles contain certain
Their stipula,ions to the power Of Hugh and
Byrd Douglas discontinue the business il in their
| opinion it should be found less pr. htlte than
would Justify the longer existence Of the partner
ships and also providing for the possibility OF the
death Cf Hugh or Byrd Douglas or Of the dssth.
sore sfi eii,n or disqualification of ei'her Of the
IRicr members, but taey need not be further no
sliced
o. the 18th of November, 1852. the rev firm Of
H. Sd D ,ugIss g. c.. Wss formed, by articles exc
u ed at tha, date, ntinue three years from the
LIST o. Dec mber, 1852. The ospital 10 DE furnish
| ed by Hugh and Byrd Douglas was 10 he $2aO,OOO.
and that ny the iuDi1r members each 81 800 to bt
smployed in the same business by the same parties
l and 10 the same cspscities az before. Bsancer
| were TO be made to the last of Nay ard Move m5eT
I, ASCERTAIN the gross d. bt due, frsu which Was 10
be dedIctsd he uncOlieGt ID 1t, not less than y
| nor m re- than per CEN 10 be used IN pa log ex
| rraordinsry Losses in cerduc ing h business t
| sbich it belonged; 50 annual 50 ary Of 81 600 IT,
esch Of the parties AID per cent Ter snnum inter
ct on the active capital furnished by each partner
bUs ascertsining the IT, fit dIvden WI CHI war
10 be appropriate as folloS': 20 per eeut thereof
equa y 70 Hugh and Byrd ugss, and the reside.
| OF SO D r cort in equal amour to Goisbsl M
whrer and lilly, due at srI m ribs from ih'
date of the balance The old srtirlis were inoOrpO-
rHed 10 the new and wherein they we're left un
cha red By the latter, become the rule fur the gui
a.nce of the new hrm
Tn,re existed in Memphis a c'rarinersbip Of
merchants Of long sanding, who did business IN
der the firm name OF Cos,o Howard Hill-com-
paced of F H Cossi't James NJ Howard and Ira
". Hill-Which won expire, by limitation, on the
| lst Of Juiy 1858 WhPL the old partnership Of II.
& B Douglass & Co. vas about expiring. McWhirer
CD ned neg ,tisti With The house at Nj mphis for
q partnership with hem. This negotiation was car
ii d on by letters ard kilograms between Cossstt
and McWhirter Of which We have only these writ
| ien / Y the former to the latter.
The result Of the regOtia'i, IN was that Cosset' &
Hill offered t, take McWtir,er into their arm, com
q | mepcp, in J may, 1858 first as clerk with =
first July thereafter; and if after the six months
| sctjye business sceusint9uce with each other grow
ing u. Of that relation, ali PARTIES we're mutually
agreed which it was supposed there could not
be the ghtest dOub) hen as Fsrtnsr With them
| With an interest Of 20 per cent IN Their business
t,py 10 furnish the cap tsl-about SiOO,OOO-at o
per cent Interest and the partnership t. commences
| July l. 1865 and to continue from ihcee to I'VE
years. gay for three years or even two ye1rs II de-
sired By McWhirter but subject to be dissolved oy
eiher partner upon thirty dsys written notice; the
| stock which was $50 000 to $40 600, to be tsken
| At New York cost and deprecated goods st value;
in case of dissolution Cossett 4 Hill TO have the
right to settle the business ard purchase the stock
of goods at New York cost or value. the capital to
he psid back fire division Of the profits; IN the
event Of the death Of either partner. the dissolution
TO date from the last half yearly statement previous
8 20 tse decesse; and neither partner to draw annu-
ally N IRE thar 81 900 per 8, mum on shares Of 70
per cent Of profits. COseetrs business vas to puT-
y chase the stock, McWhrtsr's to mske sales, &C.
ouaintsncss in the country spd collections ami Hills
ut TO superutend the finances hooks, correspondence
and sales. In tho letter Of the 10Th OF November,
1859. (smong other thirg') Cossttt said; 81 think
you underestimate our busiDe no.; our DOCKS
| show a nett profit of about $4,000 fer the two
NJ years past 10 round figures; Iut our last three
years business at $40 900 per aunum; perhaps il
would fall 81 900 per snnum short OF that snount.
That business oan he n'ipued almost without az
bei effort Our object viii be t. increase the cash and
he short tine trade and cut some responsible but
sIou customers. We shou make very little EFF ITt
to ircresse cur buaiI ess this spring. Our Chjec'
could be TO collect closely and prepare well Tor the
fall trade l wish you 70 bear in mind 20 per cent
will amount to 81 900 or So 600 our business
now stands and We should hope 10 increase IL p
90 And IN the Letter Of the 18th of November be says
10 .'Our bu.iness for two and half years pat, we
. estimste at $50 600 nett. We offered TO buy Mr.
ats Fl g interest at that rate "
On the 25th Of November. McWhirer, by dis
patch 10 New York accepted the q. r Of COssett &
lill, and on the same day Hugh and Byrd D1ugl''
ae- tsleer4pbed C)ssett in these verbs ''We cannot
let McWhirter go" In order to persuade McWbir
ter to b clne member of the new firm OF h. & b
h, Douglas Co., Hugh Douglass addressed TO him tht
Writrg sued on, which McWhiiier accepted ane
dtclir ed the ofer Of CoTse HILL who promptly
reles.ed him from his agree ment with them; snC
thereupon the new partnership of II. Z B Dougls
& Co was formed IS herein before stst d. u ugls
not only knrw Of the offer Of Cosseti Bill, but /
is fair to suppoae from the tenor OF the Writing
- that the terms # he ofer had been stated to him
trough be my not have been shown the cOrTespon
y Gtzcs he. ween Clseett and MeWhirter
4 MoWh'rt Iemiine1 in the firm Of &
- Douglas s. Co tor The three yesrs ensuing the Is
of December, 1852 and recsIVe', as is proved b,
. IGodshsI 10 eal4ry sos pr fits, not including in
ter ST, on an fsFs the 9Th Of lsnuSry, 1856
SIS 776 O4 ON this 6rm Co the whele time it ~
Ii 70 IS And We aren sAle-ffom our oo5strue
lion of tae articles Ct IA Insrsnip SLd tie pro +
20 say that be r. ceived greater amount.
MoWhir,-r. assuming thai Le hal not realize
frt N the business of his 6rm much as be seul
have msds, tai be aecet ted 'he pror ossl made
h,m sy CIssett Hill brough. the sui sgaip.
60 Hugh Douglas up The psper of the 9Th Of NJ
vent er. 1852
Cosset pr vfs that the cfsr to Mcwhir'er Va
b made in good faitb-that the statements IN the le
tiers substantially correct. AID that if all pal
ties were satis6 d the of would have en- carrie
cut He declines saying aDJtAioR az 10 the vaiu
}, of Mc"tirer's si'ue'ion IN er Re Fer
- DC ne trial, MeWh Fier introduces Mr. HH' III
me Der OF ire VI mptis II So, sDd put the q1t'
DAY ten To him--What the pr ITS Of ihst House NJ
nrh, been during The three years ersing tie lst Oh
esmber, 1852?
The witness declined to state, unless directed