Loupias v. Rosen

NOURSE, P. J.

The appeal is from a judgment on an order sustaining a demurrer to the second amended complaint without leave to amend. The complaint was framed to plead two causes—one for dissolution of a partnership and for an accounting, the other for declaratory relief.

The pertinent allegations of the first cause of action are:

“I

“On or about the 2nd day of November, 1946, plaintiff and defendants entered into and formed a joint adventure under an agreement in writing for the purpose of operating a certain laundry known as the Splendid French Laundry, located in the City and County of San Francisco, State of California, and that the parties hereto operated said laundry and transacted the business of said joint adventure until the 27th day of August, 1947, when said business was dissolved by agreement of all of the parties hereto;

[783]

“II

“At said time and thereupon by agreement between plaintiff and defendants, it was agreed between the parties hereto that plaintiff should continue the business of said Splendid French Laundry without liquidation of the affairs of said joint adventure and that the defendants would retire therefrom and assign and sell their rights therein to plaintiff for the sum of $43,362.22, said sum to be paid by a cash down payment of $13,362.22, and the balance of $31,000.00 to be paid at the rate of $600.00 per month from August 25, 1947, plus interest at six (6) per cent per annum; and further that plaintiff was to have the bills receivable to use the same for the purpose of paying off and discharging other debts of the said business and that plaintiff was to use the machinery, wares and merchandise belonging to said business, and from the profits thereof to pay, satisfy and discharge all debts of said joint adventure business as well as to pay the defendants the sum of $31,000.00 in the manner above stated;

“III

“At defendants’ request it was further agreed that plaintiff should execute a conditional sale contract covering all of the equipment of said joint adventure laundry business, as security for the payments to the defendants of the said sum of $31,000.00; that on August 25, 1947, this plaintiff executed an alleged conditional sales agreement covering all the equipment of said joint adventure laundry business in the sum of $31,000.00, a copy of said alleged conditional sale contract is attached hereto, made a part hereof, and marked ‘Exhibit A.’ ”