Opinion by
Mb. Justice Mitchell,The important question in this case is whether the defendant company could elect the plaintiff a member in regard to a part of the shares held by him, and refuse him an election as to the rest. The learned appraiser and the court below were of opinion that the association had such power, but we cannot concur in this view.
A partnership association, commonly but inaccurately called a - joint stock company, is the creation of the statutes, and while it is assimilated in some respects to a corporation, it is nevertheless essentially a partnership. But a partnership at common law was liable to dissolution by the death of a partner however small his interest, or by the sale and transfer of his interest either voluntary or under execution. In the companies contemplated by the statute this would be an inconvenience and disadvantage which would defeat the intent to give them some of the attributes of a corporation, and accordingly the fourth section, as was well said by the learned appraiser in In re Disston & Sons File Co., 8 W. N. C. 58, “ was framed to avoid the necessity of winding up the concern, and the expense of an equity suit. It provides for an appraisement when the parties cannot agree upon the value of the interest, and contemplates the continuance of the association and the purchase by it of the interest of a partner when there has been a change of ownership. ” The option to purchase however is with the association, and in this respect the quality of a partnership remains with it. The purchaser cannot force his membership any more than he could at common law. He can only come in here as he could there by consent of the other partners or under the statute of a majority of them. But on the other hand the purchaser at common law had a right to an account and payment, which involved the winding up of *586the partnership. The statute averts the latter necessity, and gives what is intended as a simpler and speedier substitute. .
But the principle of partnership that it must be founded on mutual consent is not changed against the purchaser. He could have come into a common-law firm by agreement with the other partners, and the statute is intended to facilitate his doing so in the case of a partnership association. But neither at common law nor under the statute is he under any duty or compulsion to do so. In the present case we have a purchaser who desired to become a member, and made his purchase for that purpose. But the statute classes him with other transferees, personal representatives of decedents, execution creditors, etc. If the plaintiff had acquired his shares by execution against the previous holders for the collection of debt due him by them, it would be a very strained construction to hold that he had thereby invested his money in the enterprise at the option of the majority of the other members, without regard to his own consent. Yet the statute makes no discrimination, but classes all “ change of ownership whether by sale, death, bankruptcy or otherwise ” under the same provision as to rights both of association and of transferee.
'. When the plaintiff made his demand for election he of course indicated his consent to membership. But it was a consent in regard to his entire holding of shares. The different dates of acquisition and the difference of previous owners were irrelevant. His consent was to be taken as of the time and circumstances when it was given. A party may well be willing to risk his money in an enterprise in which he has a controlling voice, and yet unwilling to risk even a part of it where he is only a minority voter. Plaintiff’s demand therefore was single. The association could accept or refuse it, but could not split it up into fractions and accept part and refuse part. A refusal of part was a refusal altogether, and at once gave plaintiff the right to .an appraisement and payment for all his new shares.
The appraiser and the court below reached this same result but for a different reason. They held that the company had a right to elect as to part only, but had lost it by delay. In this we cannot concur. The company was entitled to a reasonable time to consider its action. After previous matters that will be referred to later in connection with the claim for interest, plain*587tiff made a formal demand for election in November, 1897, arid gave notice practically that he would consider a failure to elect by January 1,. 1898, as a refusal. It was not in the plaintiff’s power to dictate the time, and the time he named was altogether too short. The company had about 600 members, scattered over four states. An election could not be made by the managers but required a meeting of the members. The next regular meeting was not to be held until June, 1898, and the statute does not require more than one meeting a year. No election therefore could be held upon plaintiff’s demand, until June, 1898, unless a special meeting were called sooner for this purpose. The company was not obliged to do this. It is true the number of shares involved was very large and the issue important to both parties. But the legal right is the same without regard to the size of the claim, and it would be unreasonable to require a special meeting for every change of ownership among 600 shareholders. With a smaller or more accessible membership the rule would be different, but under all the circumstances we do not think the company in default in this particular.
Both parties have excepted to the appraisement and appealed from the valuation of the shares. In the absence of any sales of shares in the open market, and the peculiar circumstances and motives governing the few private sales that were made, the appraiser reported that the only practical method of valuation was an investigation of the affairs of the company, “ the books and accounts, showing the amount of money invested, the cost of operating, the earnings and losses, the assets and liabilities, together with such other competent and relevant evidence as affects the book values of the property, or any portion of it.” Two items presented special difficulties, the depreciation in the plants, and the good-will. As to these the appraiser reported that “ the testimony is meager and unsatisfactory, and is not based upon a consideration of all the elements which ought to be considered. I have therefore set off the goodwill against the depreciation of the plants. This course is not altogether satisfactory, but I have considered it the most equitable and practicable under the circumstances.” No better method has been suggested by the parties. The report is a very able, careful and conservative effort to ascertain the true values *588after full consideration of all the evidence attainable, and is approved by the court below as being “ as satisfactory as the complications and circumstances of the case would permit.” We are not convinced that there is any error in it which we can correct.
The only remaining question is that of interest. The court allowed plaintiff interest on the appraised value of his shares from January, 1898. Plaintiff claims interest from the date of his acquisition of the shares, January, 1896, and defendant denies liability for any interest at all.
On the acquisition of his new shares in January, 1896, plaintiff who was previously a member holding a small number of shares demanded recognition to the full extent of his holding, without further election. This being refused, he brought suit in equity, in which, however, he failed. See Carter v. Producers’ Oil Co., 182 Pa. 551. This was not finally decided until October, 1897. He then demanded an election, and unless this should be made before January, 1898, an appraisement, as already noted in discussing the subject of defendant’s delay. We concur with the court below that there was no duty on the defendant to hold the election until the final decision of that suit. But we go further and as already discussed hold that the company was not in fault in postponing the election until its regular meeting in June, 1898. Nor does there seem to have been any unreasonable loss of time in the appraisement though it occupied more than two years. The evidence was voluminous and conflicting and the questions difficult. The defendant therefore was not chargeable with interest by reason of delay previous to the approval of the appraiser’s final report.
But nevertheless interest should be allowed on general principles. The statute provides that the purchaser shall be entitled to the value of the shares “ at the date of acquiring,” and prima facie that means that payment if deferred shall be made as nearly as possible equivalent to payment at the date. The legal equivalent for deferred payment is interest. In the settlement of partnership accounts, on death or retirement of a partner, to which this proceeding is somewhat analogous, interest is allowed or refused according to the circumstances (Gyger’s Appeal, 62 Pa. 73), and one of the important circumstances is that the firm has had the use of the money. That *589is the case here. As already noted, however, the court below properly held that the delay at first was caused by plaintiff’s own action and defendant is not chargeable for that time. The court, therefore, was right in allowing interest only from the date which equity under the circumstances required.
Decree affirmed.