1. Anthony J. Shearer
Case:
King v. Stoddard (1972) 28 Cal. App. 3d 708
Summary of key facts:
Harley King et al., performed accounting services for a newspaper that
was a general partnership between Lyman, Sr.; Alda and Lyman, Jr.
Stoddard. Upon Lyman, Sr. and Alda’s death there was no formal
partnership “windup.” Lyman, Jr. continued the paper. John and
Nancy, the executors, opposed the continuation. They had the
accountants note the assets for liquidation, and they filed suit. Lyman
Jr. settled prior to trial. The accountants continued services prior,
during and after (what should have been a dissolution, windup and)
continuation. After non-service-payments by Lyman Jr., the
accountants filed suit to recover for services rendered to the
partnership. The lower court granted judgment in favor of the
accountants. The executors of the deceased partners appealed, and the
appellate court reversed the judgment—finding that the continuation of
the business itself was not an act appropriate for winding up partnership
affairs, as was the surviving partner’s duty. They further determined
no substantial evidence of the accounting services rendered during a
winding up process. They concluded: “services were rendered after the
dissolution… …[and]therefore, were not chargeable to the partnership.”
Issue:

2. Was the continuation of the newspaper after the death of the partners
an act of winding up the partnership under Corporation Code section
15035 rendering the estate of the partners liable for an accountant’s
bill incurred subsequent to the death of the partners?
Rule:
(Corp Code, 15031) Death is one of the causes of dissolution; however,
this does not terminate the partnership until the winding up of
partnership affairs is complete. Section 15035 Corp Code provides that
“[after] dissolution a partner can bind the partnership… (a) By any act
appropriate for winding up partnership affairs…”
Summary of court’s analysis:
The Court reversed the judgment of the lower court because the
services of the accountants were rendered after the dissolution resulting
from the death of the partners, Lyman, Sr. and Alda Stoddard, and
the work done did not constitute services during the “winding up” process
of the partnership within the meaning of section 15031 and 15035 of
the Corp Code; thus, the claim for the accounting services were not
chargeable to the partnership.
Conclusion:
Judgment reversed in favor of Defendants/Appellants Stoddard