Dole v. Wooldredge

• Decision Date: 19 May 1883
• Citation: 135 Mass. 140
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: Frank B. Dole & others v. John Wooldredge

135 Mass. 140

Frank B. Dole & others v. John Wooldredge

Supreme Court of Massachusetts

May 19, 1883

Suffolk.

Demurrer overruled.

A. A Ranney & F. A. Dearborn, for the defendant.

S. B Ives, Jr. & J. A. Gillis, for the plaintiffs.

Colburn J. Field & Devens, JJ., absent.

OPINION

Colburn, J.

According to the allegations in this bill in equity, the plaintiffs, who were associated with the defendant for the purchase of a mine, for their common benefit, with a view to the profit to be made from it by organizing a corporation to work it, were grossly deceived and defrauded by the defendant, who stood in a fiduciary relation to them, in his representations of the sum paid for the mine; and they seek for an account from the defendant of his dealings in the purchase of the mine for the common benefit, and to have the matter so adjusted that each shall have contributed the sums mutually agreed upon. The defendant demurred to the bill, on the ground that the plaintiffs have a plain, complete and adequate remedy at common law.

Whether the parties were partners is not entirely clear. In Holmes v. Higgins, 1 B. & C. 74, and Lucas v. Beach, 1 Man & G. 417, it was held that persons associated for the purpose of procuring an act of incorporation and subscribing for the stock, were partners. But the authority of these cases upon this point has been questioned, and persons so associated appear not to be regarded as partners, in England, at the present time, for the reason that the contract is not one of partnership, but an agreement to enter into such a contract. The whole matter is discussed in 1 Lindley on Part. (4th ed.) 31, 32. Mr. Lindley says, "If the court had likened the case to one of partnership, instead of saying that the plaintiff and the defendants were partners, there would be no room for criticism." These cases are, however, still regarded as authority upon the question decided, that one of the persons so associated cannot maintain an action at law against the others for services rendered for the benefit of the association under an implied contract.

In the case at bar, there is an element which did not exist in the cases above referred to. In this case the mine had been purchased and paid for, and was held in trust for the common benefit of all the parties in the enterprise before the corporation was organized. If, instead of organizing the corporation, the parties had gone on and...