HERBERT W. VIRGIN, III, AND CHESTER E. WHITTLE, JR., APPELLANTS,
v.
ROBERT H. SLATKO, APPELLEE
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Trial court properly ordered an accounting in a partnership dissolution dispute, but erred in including goodwill as an asset since the partnership contract limited goodwill valuation to retirement, license loss, or death of a partner.
An accounting was properly ordered in the partnership dissolution, but goodwill should not have been included as an asset absent the contractual triggering events of partner retirement, license loss, or death.
[1] A business dependent solely upon the personal and professional qualifications of its principals does not possess goodwill as a transferable asset absent contractual provi…
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Join FLexlaw to unlock all legal intelligenceVirgin, Whittle, and Slatko were partners in a business dependent on personal and professional qualifications. The trial court ordered an accounting u…
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PER CURIAM.
This interlocutory appeal is from an order for an accounting. The main thrust of the appeal is that the trial judge misconstrued the contracts between the parties. We hold that an accounting was properly ordered under the law concerning partnership contracts set forth in Frates v. Nichols, 140 So. 2d 321 (Fla.3d DCA 1962). See also Obel v. Henshaw, 130 So. 2d 892 (Fla.3d DCA 1961).
A second question presented is whether the order properly included “good will” as an asset of the partnership. As a general proposition, a business dependent solely upon the personal and professional qualifications of the persons carrying it on does not possess “good will.” See Bailly v. Betti, 241 N.Y. 22, 148 N.E. 776 (1925); Cook v. Lauten, 1 Ill.App.2d 255, 117 N.E. 2d 414 (1954); and Siddall v. Keating, 8 A.D.2d 44, 185 N.Y.S.2d 630 (1959). We hold that the evidence before the trial court does not bring the present dissolution within the meaning of the provisions in the first partnership contract, which provided for “good will” only upon the “ . . . retirement of a partner, loss of license of a partner, or the death of a partner . . . ” Therefore, in that particular only, the order appealed is reversed. . In all other particulars, the order appealed is affirmed.
Affirmed in part, reversed in part and remanded for further proceedings in accordance with the order appealed, as modified.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Moebus v. Moebus, 529 So. 2d 1163 (Fla. 3d DCA 1988)…practitioner to pay a spouse a share of intangible assets at a judicially determined value that could not be realized by a sale or another method of liquidating value.” Compare Hughes v. Hughes, 438 So. 2d 146 (Fla. 3d DCA 1983); Virgin v. Slatko, 358 So. 2d 1178 (Fla. 3d DCA 1978). Even if we were to consider goodwill of a professional business as an asset for purposes of dissolution, it would not be applicable in the case sub judice where the actual evidence introduced at trial shows that in this community…
Authorities Cited
- Obel v. Henshaw, 130 So. 2d 892 (Fla. 3d DCA 1961)
- Frates v. Nichols, 140 So. 2d 321 (Fla. 3d DCA 1962)