United States Supreme Court Cases & Opinions

U.S. Supreme Court

Francklyn v. Sprague, 121 U.S. 215 (1887)

Francklyn v. Sprague

Argued December 3, 1886

Decided April 11, 1887

121 U.S. 215

Syllabus

The decision of this Court in Hoyt v. Sprague and in Francklyn v. Sprague, 103 U. S. 613, so far as applicable to this case, is affirmed and adhered to.

On the organization of the A. & W. Sprague Manufacturing Company and the conveyance to it of the assets of the old partnership, including the interests of minors conveyed under valid authority derived from the Legislature of Rhode Island, the property ceased to be partnership property; the partners ceased to be partners and became shareholders; their lien on the partnership property as partners ceased when their character as stockholders began, and those who claim through a stockholder cannot set up such lien.

A corporation, formed by and consisting of the members of a partnership, for the purpose of conducting the partnership business and taking the partnership property, takes the latter freed from partnership equities, all of which are settled and extinguished by the transfer.

While a person of unsound mind remains a minor, an ordinary guardian is all the custodian of either his person or estate that is necessary, and an act done by such guardian in relation to his estate is as valid as if done by a committee appointed to take charge of him and his estate as a person of unsound mind.

This was an appeal from a final decree of the circuit court dismissing a bill in equity. The case is stated in the opinion of the Court.

Page 121 U. S. 216