Putnam v. Shoaf

Facts: Frog Jump Gin was owned by a partnership. The gin was deeply in debt. Mrs. Putnam wanted out of the partnership, so the other partners decided if she paid them $21,000, she could get out, and the other partners (Shoafs) would assume all liability. Later, it was found out that the previous bookkeeper had been embezzling money from the gin. In proceeding litigation, an order for $68,000 was awarded. ½ of that amount is in dispute between the Shoafs (1/2 owner of partnership) and Putnam's estate.

Putnam had used a quitclaim Deed to get out of partnership in relevant part it said: "the parties do hereby release and forever discharge each other from any and all claims and demands..."

Issue: Did Putnam have any interest in the partnership?

Holding: No, she intended to convey her interest in partnership to Shoals.

Reasons: "She wanted out, and got out"

Comments: Partnership property rights consisted of her

1. rights in specific partnership property
2. interst in the partnership and
3. right to participate in management