Ernst v. de Coppet, 222 N.Y. 24 (1927)

A business dependent solely on the personal skill and professional qualifications of the persons carrying it on does not possess a good will or copartnership name that can be sold or transferred.

Summary

Ernst sued his partners in the Flonzaley Quartet, seeking dissolution of the partnership, sale of its assets (including the quartet’s name), and an accounting. The defendants argued that the quartet’s name wasn’t a saleable asset and that the suit was premature because it was filed before the partnership’s expiration. The New York Court of Appeals held that while the quartet’s name wasn’t a saleable asset, the complaint stated a cause of action regarding other potential partnership assets. Furthermore, the court found the action was not prematurely brought because the defendants were denying the partnership and refusing to provide the plaintiff his share of assets and profits, and because the partnership term had expired by the time the lower court dismissed the case.

Facts

Plaintiff Ernst and defendants Betti, Pochon, and d’Archambeau entered a partnership in April 1921, which was set to expire on June 1, 1924, to give musical performances and concerts under the name Flonzaley Quartet. Defendant de Coppet guaranteed the quartet’s profits. The quartet performed and made recordings. In December 1923, the defendants informed Ernst that they would not continue the partnership with him after June 1, 1924. They denied that he had any interest as partner in the Flonzaley Quartet or any of its assets, except some music sheets. They planned to continue performances under the same name with someone else in Ernst’s place, without compensating him for his interest.

Procedural History

Ernst filed suit before the scheduled expiration of the partnership, seeking dissolution, sale of assets (including the name