Church v. Odell

• Decision Date: 25 January 1907
• Citation: 110 N.W. 346,100 Minn. 98
• Parties: CHURCH v. ODELL et al.
• Court: Minnesota Supreme Court

100 Minn. 98

110 N.W. 346

CHURCH

v.ODELL et al.

Supreme Court of Minnesota.

Jan. 25, 1907.

Appeal from District Court, Steele County; Thomas S. Buckham, Judge.

Action by F. E. Church against O. H. Odell and others. Judgment for defendants, and plaintiff appeals. Affirmed.

Syllabus by the Court

Though a joint adventure is not in a strict legal sense a copartnership, the rules and principles of law applicable to the partnership relation govern and control the rights, duties, and obligations, as to each other, of those thus jointly engaged.

Plaintiff, a real estate agent, had a contract under which he was entitled to receive from the owner of the land which had been listed with him for sale the sum of $500 as commission, if he effected a sale of the same. To bring about a sale, and thus earn his commission, he induced the defendants in this action to join with him in the purchase thereof in the following manner: Pursuant to his efforts in that direction, the parties, plaintiff and all the defendants, entered into a mutual agreement among themselves to buy the land; each agreeing to take a specific part thereof, and all to share in the profits realized. They subsequently entered into an executory contract with the owner for its purchase, paying thereon, as the first installment of the purchase price, $10,608. Plaintiff concealed from his associates the fact that he was to receive a commission on the sale so brought about, and led them to believe that all were to share proportionately in the profits realized on the transaction.

It is held that the commission received by plaintiff inured to the benefit of all his associates as a profit realized on the transaction he induced them to join him in entering into, and they are entitled to share therein in the proportion of interest each had in the land.

Defendants' original answer stated no defense to the action, and the court ordered judgment for plaintiff on the pleadings. Thereafter a new trial was granted on defendants' motion, and plaintiff appealed. He subsequently dismissed his appeal and stipulated that defendants might file an amended answer. The amended answer stated a defense, and the parties proceeded to trial on the issues thus raised, and defendants had judgment. On appeal therefrom it is held that plaintiff waived the error, if any, in the order granting a new trial, by expressly consenting to the amended answer, thus agreeing to litigate a new issue in the case. Harlan E. Leach, for appellant.

Littleton & Alexander and Wheelock & Sperry, for respondents.

BROWN, J.

The facts in this case, as disclosed by the findings of the trial court, are as follows: Plaintiff is a real estate broker. At the time alleged in the complaint he had a contract for the sale of certain land in Assiniboia, owned by the Northwestern Colonization Company, under which, if he effected a sale, he was to receive a commission of $500. His contract was entered into with Eddy, Brosmer & Co., agents of the Colonitation Company. To bring about a sale he interested the defendants in this action, citizens of Owatonna, and induced them to join with him to make the purchase. Pursuant to his efforts the parties organized a voluntary association, which they named the Owatonna Land & Improvement Company, and entered into a contract by which they purchased the lands so in plaintiff's hands for sale, each taking, as between themselves, a separate part of the whole, paying thereon $10,608, the amount of the first payment under the contract. Plaintiff did not disclose to his associates the fact that he was entitled to a commission of $500 for effecting a sale, but concealed that fact from them. Subsequent to the sale the defendants and plaintiff sent a committee representing their association to Assiniboia for the purpose of examining the land and learning its character and value. This committee returned later and reported that about one-half of the same was practically worthless. A controversy then arose between the Owatonna association and the Colonization Company respecting future payments on the purchase price, which resulted in an agreement by which the Colonization Company took back the land and returned to the Owatonna association $6,528. The balance of the $10,608 having been paid to Eddy, Brosmer & Co., as commission for their services in bringing about the sale, the Colonization Company declined to return it. Upon the money being refunded, the members of the Owatonna Company, including plaintiff, held a meeting at which they divided the money pro rata in accordance with the number of acres of land each had agreed to buy of the tract purchased. At this...