Adams v. Beall

Robinson, J., delivered the opinion of the Court. The appellee, while a minor, paid to the appellant twenty-nine hundred dollars, as a consideration for being admitted- as a partner in the appellant’s business. The partnership continued for more than a year, and finding it unprofitable, the appellee, without formally dissolving the partnership, withdrew from the business. The question in the case is whether the appellee is entitled to recover of the appellant the money thus paid? ^ His right to disaffirm the partnership contract, and to avoid all liabilities under it, including the partnership debts, is not denied.

Being an infant when the contract ⁵⁶ was made, this is a privilege to which, for his protection, he is entitled. But when he seeks to recover money paid for a consideration which he has enjoyed, or has had the benefit of, this presents quite another question. The $2900 was paid to, the appellant in consideration of being admitted as a partner in his business. He was admitted as a partner, and continued to be a member of ¡ the firm for at least a year.

The business was not, it is / true, a successful one, but this, in the absence of fraudu i lent representations on the part of the appellant, cannot affect the question. We are dealing with a contract between an infant and an adult, executed on both sides, and upon the faith of which money was paid by the infant-for a consideration which he has enjoyed. The privilege of infancy, says Lord Mansfield, in Zouch vs. Parsons, 3 Burr., 1804, was intended as a shield or protection to the infant, and not to he used as the instrument of fraud and injustice to others; and to hold that an infant has the right, not only to withdraw from a partnership at his own pleasure, and to subject the adult partner to the payment of all the partnership debts, but has the right also to recover money paid by him as a consideration for being admitted into ihe partnership, would be, it seems to us, to extend the privilege beyond any just principles upon which it is founded. So long ago as Brawner and Wife vs. Franklin, et al., 4 Gill, 463 , it was held that where an infant advances money upon a contract, he cannot disaffirm the contract and recover the money advanced, if he has enjoyed the consideration for which the money was paid.

Holmes vs. Blogg, 8 Taunt., 508, is to the same effect. There the infant paid a sum of money as his share of the consideration for a lease of premises, in which he and his partner carried on the business of shoemaking. . They occupied the premises from March till June, when the infant dissolved the partnership, and brought an action to recover hack the ⁵⁷ money he had paid the lessor for his lease. Gibbs, C. J. said, “ He may, it is true, avoid the lease; he may escape the burthen of the rent, and avoid the covenants; but that is all he can do.

He cannot, by putting an end to the lease, recover back any consideration which he has paid for it; the law does not enable him to do that.” It is a mistake' to suppose, that the principle on which this case was decided, was either overruled or even questioned in Corpe vs. Overton, 10 Bing., 252. In the latter case, the plaintiff while an infant signed an agreement to enter into partnership with the defendant, and to pay him £1000 for a share in the business; and to execute on the first day of January a partnership deed with the usual covenants. He also paid £100, as a deposit for the fulfilment of his part of the contract. The plaintiff after-wards disaffirmed the partnership contract, and never did in fact become a partner.

The suit was brought to recover of the defendant the £100 paid by the infant as a deposit. Tindal, C. J. said : The case was distinguishable from Holmes vs. Blogg. In that case the plaintiff and partner occupied the premises from March till June, and the money was paid for something available, that is, for three months enjoyment of the premises. “ In the present case, the plaintiff has paid to Overton £100, for which he has not received the slightest consideration. The money was paid, either with a view to a present or a future partnership.

I understand it as having been paid with a view to a future partnership. Now the partnership was not to be entered into till January, 1833; and in the meanwhile the