380 



HORTICULTURE 



September 16, 1916 



AIMIMOUINICEIVIEIMT 



Commencing December, 1916, I shall disseminate 



Orimson Oarna-fcion Doris 



Awarded A. C. S. certificate at St. Louis, January, 1916, scoring 88 points after being 

 in the boxes on the trip 48 hours. This will give some idea of its keeping and shipping 

 qualities. Habit erect, producing an abundance of high-grade flowers on long stiff stems, 

 fine color, calyx very seldom splits. 



Price, $12 per 100, $100 per 1000 



S. J. OODDARD 



Framingham Centre, 

 9 Mass. 



a good defense, first because some of 

 these laws do not require that the mis- 

 representation should be made know- 

 ingly, and second because the law 

 would usually hold a man guilty who 

 made representations that he did not 

 absolutely know were true. 



Some Suggestions for Discontented 

 Partners. 



The following, which comes to me 



from a Chicago paper, has a famiUar 



sound : 



Mr. A, .senior uieinber "f a tirm, owiLs 

 twci-thirds of the business. .Mr. li, juninr 

 member, owns oue-thinl. Mr. II gets one- 

 third of the protits and tioes most vf tlie 

 work. He has become dissatistied and 

 wishes to sell out. He lias not sutlicient 

 money to buy Mr. A's interest, and Mr. -\ 

 will not buy him out, for lu' needs him 

 and his intluence in the business. Now. the 

 question is. if :Mr. 1*. linds a buyer for liis 

 one-third interest, can Mr. .\ refuse to ac- 

 cept the buyer as a partner, tluis eom- 

 pelling: Mr. li to retain iiis interest in the 

 business? 



All over this broad land there are 

 partnerships in precisely thi.s situa- 

 tion. In fact, dissatisfaction between 

 or among partners, over the feeling 

 that one is doing more work than the 

 other, or getting more money, is one 

 of the chief drawbacks of partnership. 

 My observation is that very rarely in- 

 deed do you find a combination of two 

 partners — it is even rarer, I believe, 

 with two partners than with more — 

 which is so well matched that each 

 member of it is satisfied with every- 

 thing that the other does. 



I have always advised men who 

 came to me wanting to form a part- 

 nership, that this was the rock on 

 which very many firms split, and that 

 if such a situation arose, they would 

 not find it as easy to get apart as it 

 had been to get together 



I can answer this inquiry and dis- 

 cuss some generally interesting 

 phases of partnership law at the same 

 time. 



This correspondent does not tell me 

 what sort of a partnership agreement 

 these people have. It may be merely 

 a verbal understanding to yoke up to- 

 gether on certain terms, not for any 

 particular period. Or it may be a for- 



mal written agreement, as It should 

 be. for a definite period. 



If it is an informal partnership not 

 for any specific period, either partner 

 can withdraw from it any time he 

 likes, merely by giving notice to his 

 fellow partner. Some states (Arkan- 

 sas and Louisiana) require the with- 

 drawal to be done in good faith, and 

 will not permit it to be done at what 

 is obviously so inconvenient a time 

 as to intentionally embarrass the firm. 

 But in most states it can be done on 

 reasonable notice at any time. 



Of course a partner who withdrew 

 in this way could expect to sell his in- 

 terest. He would usually offer it to 

 his fellow- partners first, and if they 

 refused, tlien to some outsider. The 

 law will permit him to sell his inter- 

 est to an outsider without restriction 

 — but it will not admit his buyer to a 

 partnership in the firm w-ithout the 

 remaining partners' consent. In other 

 words, the law will not force a part- 

 ner on anybody. It will not create a 

 partnership without both partners' 

 consent. So that in the above case 

 .V can refuse to accept B's buyer as 

 his partner, and this will usually 

 block the sale, but not always. For 

 the outsider who buys the out,going 

 partner's interest can always demand 

 an tccounting from the remaining 

 partner, and this usually winds the 

 firm up. If the remaining partner 

 doesn't want it wound up. he will 

 sometimes accept the new partner in 

 order to avoid that. 



All ihat a man gets who buys a part- 

 ner's share in a business — if that 

 share is one-half, say — is the right to 

 one-half the firm's assets after all its 

 obligations are paid. He doesn't get 

 a share in a going business at all. The 

 accounting which he can ask for is 

 for the purpose of ascertaining the net 

 assets and giving him his share. 



Of course if the remaining partner 

 accepts the buyer as his partner, 

 there is no accounting, and the busi- 

 ness goes on as before. 



If the partnership agreement is 

 formal and written, and is for one 



year, say, either partner must wait 

 until the year is out before he can 

 withdraw, unless he wants to incur a 

 damage suit for breach of contract. 

 In Pennsylvania, Utah, West Virginia, 

 Connecticut. Iowa anj New Jersey, the 

 law will hardly permit a partner to 

 withdraw until the year is out. In 

 other states he can do it, subject to 

 the risk of suit for damages. The 

 partner under such an agreement can 

 sell his interest, just as a partner can 

 under the other kind of an agreement, 

 subject to the same legal restrictions. 



The way to get an accounting in 

 such a case is to go into court, either 

 in an equity proceeding or in a com- 

 mon law accounting proceeding, and 

 set forth that the partnership having 

 been dissolved by the sale of one part- 

 ner's interest to a third party, which 

 third party has been refused admis- 

 sion to the firm by the remaining part- 

 ner, accounting is demanded by the 

 buyer of the outgoing interest. 



I think I neglected to say that the 

 sale of one partner's interest to an 

 outsider automatically dissolves the 

 firm. 



How could B have avoided this sit- 

 uation in the beginning? Of course 

 he could have done it by having a 

 written agreement with A, binding 

 either party, if the other withdrew and 

 sold his interest, to accept the latter's 

 buyer as a substitute. Usually neither 

 partner likes this in the agreement, as 

 it is almost too much to expect. Or 

 the agreement could bind each of the 

 partners to buy the other's interest in 

 case of withdrawal. Outside of these 

 or some modification of them there is 

 no way in which such a situation 

 could he avoided. It is one of the 

 risks of partnership. 

 Copyright, August. IDld. hi/ Elton J. 

 Buckley. 



NEW CORPORATIONS. 

 Houston, Tex. — Kuhlmann Floral 

 Co., capital stock. .$40,000. Incorpora- 

 tors, H. H. Kuhlmann, Douglas B. 

 Lacy, J. M. Powers, Jr. and H. H. 

 Kuhlmann, Jr. 



F~ERIMS IN RL 



Eight Best Varieties— 200 Clumps to a Fiat 



$2.00 per flat; 10 or more flats, 31 90 each 



A. M. DAVENPORT, Watertown, Mass. 



