Dissolved partnership assets require accounting of profits to deceased partner's heirs, but no admission to benefits after death.

After the death of a partner, a minor heir cannot be treated as admitted to the benefits of a partnership that has already ceased to exist, because no fresh partnership can arise without a valid contract. However, if the surviving partner continues the business and retains the firm's assets, the deceased partner's representatives are entitled to an account of profits attributable to the use of that partner's capital share, subject to reasonable allowance for management and credit for any fresh capital introduced. The discussion applies fiduciary accounting principles to dissolved partnership assets and limits reliance on provisions governing admission to partnership benefits where the firm is no longer in existence.

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Issues: (i) Whether, after the death of one partner, the plaintiff could claim to have been admitted to the benefits of the partnership or insist on the applicability of the provisions governing such admission. (ii) Whether the defendant, having continued the business and retained the partnership assets, was bound to account to the plaintiff for the profits arising from the use of the deceased partner's share of the capital.

Issue (i): Whether, after the death of one partner, the plaintiff could claim to have been admitted to the benefits of the partnership or insist on the applicability of the provisions governing such admission.

Analysis: The plaintiff was a minor at the time of his father's death and could not enter into a contract to form a fresh partnership with the defendant. No partnership survived after the death of the deceased partner, and there was no basis for treating the plaintiff as a person admitted to the benefits of an existing partnership. The statutory provision relied upon for admission to the benefits of partnership could not apply where the partnership itself had ceased to exist.

Conclusion: The plaintiff could not claim admission to the benefits of partnership, and the provision was held inapplicable.

Issue (ii): Whether the defendant, having continued the business and retained the partnership assets, was bound to account to the plaintiff for the profits arising from the use of the deceased partner's share of the capital.

Analysis: The evidence did not establish a complete accounting after the death of the deceased partner, nor any fresh agreement continuing the partnership. Where a surviving partner retains and uses the assets of the dissolved firm, the representatives of the deceased partner are entitled to an account of the profits attributable to the deceased partner's share, after allowing reasonable compensation for management and credit for any fresh capital introduced. The statutory principle of fiduciary accounting under the Trusts Act supported this result, while the provision invoked by the defendant had no application to these facts.

Conclusion: The defendant was bound to account for the profits earned from the use of the deceased partner's share of the capital, and the plaintiff succeeded on that issue.

Final Conclusion: The decree was modified so that accounts were to be taken on the footing that the partnership had not been effectively wound up, and the plaintiff was entitled to the deceased partner's share of the profits subject to fair allowance for management and fresh capital.

Ratio Decidendi: When a surviving partner retains and employs the assets of a dissolved partnership, the representatives of the deceased partner are entitled to an account of profits attributable to those assets, subject to reasonable allowances, and a minor heir cannot be treated as admitted to a partnership that no longer exists.

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