Lent v. Montross

It is not necessary to determine whether, after the expiration of five years, the agreement about making an offer in case of dissolution, was binding, as we construe that to be a mere option, open to either of the parties when dissolution took place.

The words are, “either party may make an offer.” If the word “may” is to read as “must,” who shall determine which party shall make the offer ? It was open to the defendant to make the offer as soon as he received notice of the intent of the plaintiff to dissolve, when, if the clause was binding, he might have compelled the plaintiff to elect-whether to buy or sell his interest.

But defendant failing to exercise the option, we cannot see how he can invoke the agreement to defeat the suit.

Each has an equal right, and it is equally the duty of each *832to exercise the option, faihng in which, the partnership must be wound up in the ordinary way.

We think the appointment of a receiver was proper, and that the order must be affirmed, with costs.