Beebe v. Allison

• Decision Date: 09 August 1920
• Docket Number: 15809.
• Citation: 112 Wash. 145,192 P. 17
• Court: Washington Supreme Court
• Parties: BEEBE v. ALLISON.

192 P. 17

112 Wash. 145

BEEBE v. ALLISON.

No. 15809.

Supreme Court of Washington

August 9, 1920

Department 1.

Appeal from Superior Court, King County; Mitchell Gilliam, Judge.

Action by Maud C. Beebe against L. C. Allison. Judgment for defendant, and plaintiff appeals. Affirmed.

Poe &amp Falknor, of Seattle, for appellant.

Chadwick McMicken, Ramsey & Rupp, and Maurice R. McMicken, all of Seattle, for respondent.

PARKER J.

The plaintiff, Beebe, commenced this action in the superior court for King county, seeking recovery of $226.66, due to her from F. L. Main & Co., copartners, for rent of certain premises occupied by them as her tenants. Allison being the only defendant served with summons in the action, and there being no dispute as to the firm of F. L. Main & Co. owing the plaintiff rent in that sum, upon the trial in the superior court the sole controversy became one of whether or not the defendant Allison was a member of the defendant partnership so as to render him liable for the payment of the rent. Trial to the court without a jury resulted in findings and judgment in favor of Allison, absolving him from liability, upon the ground that he was not a member of the defendant partnership. From this disposition of the cause the plaintiff has appealed to this court.

The facts to be here considered are all embodied in the trial court's findings, there being no statement of fact in the record before us. They may be summarized as follows: In October, 1918, the exact date not appearing in the record, a writing was signed by F. L. Main and defendant Allison, and not by any other member of the firm of F. L. Main & Co., the whole of which reads as follows:

'F. L. Main & Company, Stocks & Bonds.

'Suits 355 Empire Bldg., Seattle, Washington.

'F. L. Main, Gen. Mgr.

'Agreement.

'It is hereby understood and agreed that L. C. Allison party of the first part in this agreement, is desirous of procuring for himself an interest in F. L. Main & Company party of the second part, a copartnership operated in Seattle, Washington, 355 Empire Building, by F. L. Main, C. B. Collins, B. S. Dennison, all of the city of Seattle.

'It is understood and agreed that for and in consideration of one ($1.00) dollar and other valuable services rendered that said L. C. Allison of the city of Los Angeles, California, shall and does hereby purchase a one-fourth (1/4) interest in the said F. L. Main & Company to be operated as a copartnership, the said four being L. C. Allison, F. L. Main, C. B. Collins, and B. S. Dennison.

'The profits of said F. L. Main & Company are to be divided equally among the said four at any time which may be mutually agreed upon and it is further understood and agreed that neither one or any one of said firm may draw a dividend without the one drawing, desiring a dividend, seeing that an equal amount of money is drawn and placed to the credit in any bank designated by them for the remaining members absent, and it is further agreed that this contract pertains to all business done in the future of this firm of this date on the Liberty Low Grade Fuel Corporation or any other propositions which may be taken on or underwritten by the said F. L. Main & Company which may be mutually agreed upon by all of the parties hereto.

'[Signed] F. L. Main.

'[Signed] L. C. Allison.

'Witness: Daisy Evans.'

When Allison signed this writing he was in California; Main evidently signing it while in Seattle. After the signing of the writing Allison came to Seattle, arriving there on November 4, 1918, from which time until November 9, 1918, he occupied desk room in the office of F. L. Main & Co. laboring under the impression that he was a partner in the firm, and undertaking to 'negotiate contracts and make deals' in the name of the firm, and 'announced to various parties that he was a partners of defendant, F. L. Main & Co., although none of said statements are shown to have been made to plaintiff or to any one representing the plaintiff.' On November 9, 1918, which it will be noticed was only five days after Allison came to Seattle, he 'paid to F. L. Main between $600 and $1,000, and which sum said L. C. Allison presumed he was paying to F. L. Main and other partners of F. L. Main & Co., at which time said instrument hereinbefore copied was marked 'canceled,' together with the other contracts.' What the other contracts were is not shown; nor is the purpose of the payment so made shown. It is evident, however, that all further steps looking to Allison becoming a member of the partnership then ceased. The findings contain...