Whitelock v Rolfes, Nebel & Co [1911] ZAWLD 10 (23 March 1911)

Partnership - Dissolution - Admission of new Partner - Liability of new Firm for acts of old Firm - Action against new Firm - Pleadings.

Plaintiff sued defendants, a partnership registered under the Registration of Businesses Act of 1909, for damages for alleged breach of an agreement to admit him as a member of the firm. The declaration alleged that the agreement had been made in 1905 with the plaintiff who was then in defendants' employment by W., a member of the defendant firm, acting on behalf of the firm, that the agreement had provide for plaintiff's admission, when X should be admitted; and that X had been admitted and plaintiff rejected:

Held, on exception, that, on the admission of X, the old firm had been dissolved and a new firm had been formed, and that, in the absence of any allegation that the existing firm was liable for the obligations of the old one, the declaration disclosed no cause of action against the defendants.