Opinion
July 6, 1967
Judgment unanimously modified, on the law and on the facts, to strike therefrom paragraph designated No. 7, and to substitute the following in place thereof, and otherwise the judgment is affirmed, without costs or disbursements to any of the parties. No. 7 — The profits of the partnership for the period from October 1, 1965 until October 1, 1967 shall be allocated as follows: Herbert P. Glaser — 27-1/2% Harold Leon — 27-1/2% Elinor Seifried — 7-1/2% Herbert W. Glaser — 7-1/2% Walter G. Glaser — 7-1/2% Albert Leon — 11-1/4% Stanley Leon — 11-1/4%. The losses of the partnership, if there be any, for the period from October 1, 1965 until October 1, 1967, should be allocated as follows: Herbert P. Glaser — 27-1/2% Harold Leon — 27-1/2% Elinor Seifried — 7-1/2% (but only to the extent of the partnership interest assigned to her.) Herbert W. Glaser — 7-1/2% (but only to the extent of the partnership interest assigned to him.) Walter G. Glaser — 7-1/2% (but only to the extent of the partnership interest assigned to him.) Herbert Leon — 11-1/4% Stanley Leon — 11-1/4%. Should there be losses during this period which would, if they were charged to Elinor Seifried, Herbert W. Glaser and Walter G. Glaser, without regard to the above limitation, exceed their distributive shares of the assets, then such excess shall be borne by Herbert P. Glaser, Harold Leon, Albert Leon and Stanley Leon, proportionately to their respective interest in the partnership. The order entered February 9, 1967, denying the application to amend the abovementioned final judgment, is affirmed without costs or disbursements. Section 53 Partnership of the Partnership Law provides as follows: "A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignees, during the continuance of the partnership, to interfere in the management * * * of the partnership * * * or to require any information or account of partnership transactions * * * but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would also be entitled." That section points to the nature of the interest of the parties here involved. The Glaser children not having elected to become partners, in effect, are assignees of an interest in the partnership to the extent of the conveyance to them by trustee, Frieda Glaser. They are thus entitled to the profit that the assignor would have received, as well as any of the assignors' interest in the partnership upon dissolution. Following section 53 Partnership of the Partnership Law, the assignment to the children does not in and of itself dissolve the partnership. Hence, the interest assigned to the children must remain in the partnership until the formal dissolution, which must await October 1, 1967, the date set by all the parties for the termination of the partnership.
Concur — Stevens, J.P., Eager, Tilzer, Rabin and McGivern, JJ.