Williams v. Phila. Trust, Safe Deposit & Ins.

Opinion by

Mb. Justice McCollum,

The claim of the appellant is that by his agreement with Chas. Baeder under date of Sept. 24, 1879, he was entitled to receive *22the three per cent of profits mentioned therein until the dissolution of the partnership of Baeder, Adamson & Co., and that it was not dissolved by the death of Charles Baeder. In answer to this claim, the appellee contends (1) that the death of Baeder dissolved the partnership, and (2) if it did not, it terminated the appellant’s right to such profits accruing thereafter. The only subject involved in the litigation is the right of appellant to profits earned after Baeder’s death. In the view we take of the case it is not necessary to determine or consider the effect on the partnership of Baeder’s death, as the liability of his estate and the right of the appellant in this action must be ascertained from the agreement under which the claim is made. The language of the agreement in reference to its duration is as follows : “ It is further understood and agreed that this contract shall take effect from July 1, 1879, and shall continue until the dissolution of the present firm of Baeder, Adamson & Co., whether by the death of either of the partners hereto, or by limitation in accordance with the terms of their copartnership agreement.” In construing this provision effect must be given to the intention of the parties if it can be discovered from the language used by them. It was obviously their understanding that the death of either of them should terminate their agreement respecting the three per cent of profits, and perhaps they thought it would also dissolve the then existing partnership of Baeder, Adamson & Co. If they misapprehended the effect on that partnership of the death of either of the parties to the contract in question such misapprehension would not operate to continue the contract against their clear intention to terminate it. They had an undoubted right, for the purposes of their agreement, to consider the dissolution of the partnership as a consequence of the death of either of them, and the event which they supposed would produce that result cannot be ignored in the ascertainment of their intention, even if a correct construction of the partnership articles should show they misunderstood its effect. If the appellant’s contention is sound, the words “ whether by the death of either of the partners hereto,” and the succeeding words of the last paragraph of their agreement, are inoperative and meaningless. It was not necessary to specify the matters which they supposed would operate as a dissolution of the firm of Baeder, Adamson & Co., if they intended *23that their agreement should remain in force during the life of the partnership. But the words referred to are not without significance. They indicate a clear intention of the parties that their contract should terminate on the death of either of them, or on the dissolution of the partnership by limitation in accordance with the terms of the written articles. Whether the allowance to the appellant is considered' as a gratuity or as compensation for services to be rendered by him, there is no reasonable ground for supposing that it was to continue after his death. But, if his construction of the agreement is correct, his death the day after the execution of it would not have terminated it, and his estate would have been entitled to receive for ten years the annual credit therein provided for. Certainly, such a result was not contemplated by the parties.

The specifications of error are overruled.

Judgment affirmed.