Letter to Gottfried Ermen, June 1, 1874

Author(s) Friedrich Engels
Written 1 June 1874


First published in: M. Jenkins, Frederick Engels in Manchester [Manchester, 1951]
Reproduced from the original
Published in English in Marx-Engels Collected Works, Volume 45


ENGELS TO GOTTFRIED ERMEN

IN MANCHESTER

London, 1 June 1874

Dear Sir,

A fortnight's absence from London, and subsequently a slight cut in my hand which however disabled me for some time from writing, have caused some delay in my replying to your letter of the 16th April.

When, in 1869, we discussed the conditions on which ultimately I left the business,[1] I certainly gave you reason to hope that, even after the lapse of the five years stipulated, I might consent to allow you to retain my name in the firm. But this was always made dependent upon certain contingencies.

Had these contingencies been realised, I should have been quite willing, on application, to allow you to continue the use of my name in the firm.

But certainly, no word ever uttered by me could have induced you to consider yourself entitled to continue using my name after the 30th instant as a matter of course, and without my express permission.

The principal amongst these contingencies were:

1) That there should occur no collisions between the Manchester house, and that of my brothers[2] in Barmen. I am glad to say, that none such have occurred, and that moreover, from what I heard of my brothers last autumn, none are likely to occur, the two houses scarcely ever coming into competition.

2) That Mr Acton's views as to my not incurring any liability should prove correct.

Now I have consulted upon this point ever so many lawyers, and they are one and all unanimous as to my responsibility for all the debts of the firm so long as I allow my name to remain in the firm.

If you would be good enough to send me Mr Acton's opinion on the point written by himself, I believe I could make short work of this misunderstanding.

The point is so notorious, that it is laid down in plain terms in all handbooks on the law of partnership. I quote from one by a barrister of high reputation:

'If any retiring partner consent to be held out to the public as connected with the firm, as for instance by allowing his name to be written over the shop, or used in the advertisements or invoices of the firm, he will continue liable'

So that, if there can be anything positive in English Law (which I should not risk to assert), it must be this point.

But even supposing Mr Acton to be right on this point, and all the other lawyers wrong, the contrary opinion of the others would merely prove the point to be such a knotty one that, if the very improbable case now under consideration should ever occur, and if my money should not go to the Creditors, it would surely go to the Chancery Lawyers.[3]

However, I shall be quite willing to give my consent to the old firm being continued for a period not extending beyond the 30th June 1875, on the condition of your giving me a distinct promise, that after the 30th of September 1875 my name shall not any longer appear as that of a partner on any goods sent out by the firm.

You see I am quite willing to do everything to facilitate the change of firm, giving you the use of my name there, where it is of most value to you, on the tickets and wrappers, for three months longer than you ask for.

Hoping that this letter will find you in good health and spirits, I remain

Yours very truly,

Fr. Engels

  1. ↑ The Ermen-Engels partnership contract signed on 30 June 1864 for a term of five years, which had made Engels a co-owner of the Manchester firm of Ermen & Engels, expired in the summer of 1869.
    The terms of Engels' withdrawal from the business were set forth in the draft agreement drawn up by him on 2 December 1868: '1) Mr Engels retires from business on the 30th June 1869 and engages not to be interested, either directly or indirectly, as principal or assistant, in any similar or competing business either in England or on the Continent for the term of five years after that date. 2) Mr Engels consents that Mr G. Ermen, if he should think proper to do so, continues the firm of Ermen and Engels as long as he is a partner in the concern. 3) Mr G. Ermen pays Mr Engels on 30th June 1869 the sum of £1750, seventeen hundred and fifty Pounds St. 4) Mr Engels to have the right of keeping £5000 in the concern at 5% Interest between 30th June 69 to 30th June 1870. Manchester, December 2nd 1868.'
    On 1 July 1869, Engels left the Manchester firm of Ermen & Engels and wholly devoted himself to party, scientific and journalistic pursuits.
  2. ↑ Hermann and Rudolf Engels
  3. ↑ The Court of Chancery or Court of Equity—one of the high courts of England, which after the judicial reform of 1873 became a division of the High Court of Justice. The jurisdiction of the court, presided over by the Lord Chancellor, covered matters concerning inheritance, contractual obligations, joint-stock companies, etc. In a number of cases the powers of this court overlapped those of other high courts. In contrast to the English common law accepted in other courts, the legal proceedings in the Court of Chancery were conducted on the basis of the so-called law of equity.