Blodgett v. Weed

• Decision Date: 11 December 1875
• Citation: 119 Mass. 215
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: Roxie M. Blodgett & another v. James B. Weed & others. Albert Palmer v. Same. George Hinman v. Same

119 Mass. 215

Roxie M. Blodgett & another v. James B. Weed & others.

Albert Palmer v. Same. George Hinman v. Same

Supreme Court of Massachusetts

December 11, 1875

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Worcester. Three actions of contract. Writs dated October 28, 1873. The first action was by Roxie M. Blodgett and Susan A. Martin against James B. Weed, Frederick M. Weed, John Hill, D. B Geary and D. W. Fuller, late copartners, doing business under the name of James B. Weed and Company, on the following promissory note, signed "James B. Weed & Co.": "$ 2600 Binghamton, N. Y., April 11, 1873. Six months after date we promise to pay to the order of Roxie M. Blodgett and Susan A. Martin twenty-six hundred dollars, value received, payable at any bank in Boston, Mass."

The second action was by Albert Palmer against the same defendants, on the following promissory note, signed "James B. Weed & Co.": "$ 3000. Binghamton, M. Y., April 5, 1873. On demand after date, we promise to pay to the order of John Hill & Co. three thousand dollars, value received, with interest at 10 per cent., payable at No. 3 Tremont St." This note was indorsed, "Pay to the demand of Albert Palmer, waiving demand and notice. John Hill & Co."

The third action was by George Hinman against the same defendants, on the following promissory note, signed "James B. Weed & Co.": "$ 5000. Boston, January 16, 1873. On demand, with interest, rate 12 per cent., after date, we promise to pay to the order of John Hill & Co. five thousand dollars, for value received, payable at No. 3 Tremont Row." This note was indorsed, "Pay to the order of George Hinman, waiving demand and notice. John Hill & Co."

The cases were tried together in the Superior Court, before Brigham, C. J., without a jury, and the following facts were found by him:

On September 1, 1871, the defendants, by a contract in writing, formed a partnership under the name and style of James B. Weed & Co., for the purpose of tanning, manufacturing and selling leather, for the term of five years from that date. In this contract Hill, Geary and Fuller, as they were copartners doing business at Boston under the name and style of John Hill & Co., constituted the party of the first part, and James B. Weed and Frederick M. Weed, of Binghamton, in the State of New York, constituted the parties of the second and third parts, and the contract was signed, not by John Hill & Co., but by the said Hill, Geary and Fuller, severally. The 6th article of agreement in said contract provided that "said parties or firm agree to contract no debts or liabilities, except by mutual consent, on account of said firm." Under the contract, James B. Weed and Frederick M. Weed, under the style of James B. Weed & Co., conducted the business of tanning, manufacturing, and more or less of selling leather, at Binghamton, and John Hill & Co., besides conducting their separate business of manufacturing and selling boots and shoes, at Boston, sold most of the leather tanned and manufactured by Weed at Binghamton, for account and in the interest of James B. Weed & Co., but in the name of John Hill & Co., to whom the leather was consigned, remitting the proceeds of the leather thus sold by them, in cash, to James B. Weed & Co., of Binghamton, or accepting and paying the drafts upon them of James B. Weed & Co., for such proceeds. On frequent occasions, for the purpose of renewing such drafts and acceptances, and to assist James B. Weed & Co. with financial facilities, and also on less frequent occasions for the accommodation of John Hill & Co. in their separate business, the Weeds sent to John Hill & Co. blank forms of promissory notes, signed by said Weeds, with the firm name of James B. Weed & Co., purporting to be made at said Binghamton, sometimes with, and sometimes without, the sum inserted in the blanks; and blanks thus sent to John Hill & Co. were filled, and the promissory notes thus made were negotiated by them, and they rendered an account of the proceeds thereof to James B. Weed & Co., at Binghamton.

In October, 1872, the parties to the contract of partnership had an accounting together, and entered into an agreement, which the judge did not treat as material to the issue on trial, except as indicating that there was an understanding between the parties, that John Hill & Co. should be furnished with no more of the signatures of James B. Weed & Co. to blank or other promissory notes, for negotiation by them in Boston; but immediately after the great fire in Boston, in November 1872, upon the urgent solicitation of John Hill & Co., said Weeds sent to them four at least of such blanks for making promissory notes, signed by said Weeds, with the name of James B. Weed & Co., at Binghamton.

There was no evidence that said James B. Weed or said Frederick M Weed ever authorized or consented to the making of any promissory notes, or the signing of any promissory notes, by Hill, Geary and Fuller, or John Hill & Co., in or with the name of James B. Weed & Co., or the use of the name of James B. Weed & Co. in their business in Boston; or that said Weed had any knowledge of such a making or signing of any such promissory notes, until the summer...