Freeman v. Bloomfield

• Decision Date: 31 March 1869
• Parties: WILLIAM P. FREEMAN, Respondent, v. J. M. BLOOMFIELD, Appellant.
• Court: Missouri Supreme Court

43 Mo. 391

WILLIAM P. FREEMAN, Respondent,

v.J. M. BLOOMFIELD, Appellant.

Supreme Court of Missouri.

March Term, 1869.

Appeal from St. Louis Circuit Court.

A. H. Bereman, for appellant.

Ewing & Holliday, for respondent.

BLISS, Judge, delivered the opinion of the court.

Defendant is sued as member of the firm of Bloomfield, Ford & Co., late doing business in the city of St. Louis; and plaintiff sets forth separately, stating them in his petition, two grounds of action. First, he charges the firm with proceeds of wine sold for him, and money advanced them as per account filed; and second, for losses and advancements by him, in an adventure in New Orleans, in the purchase of cotton, in which he claims that the firm were his partners.

The defendant raises several questions in relation to the misjoinder of causes of action and non-joinder of parties, which, in our view of the case, it becomes unnecessary to consider. The judgment of the Circuit Court was in favor of the plaintiff upon both counts, though finding separately the amount due upon each. Had it been based alone upon the liability charged in the first branch of the petition, we could not disturb it. The statement, though objected to by the defendant as informal, is sufficient to sustain the judgment, and the evidence clearly establishes that portion of the indebtedness. But the second claim is altogether unsupported by the evidence; and that branch of the case being equitable in its character, the evidence comes before us for examination.

The said firm of Bloomfield, Ford & Co. consisted of defendant Joseph M. Bloomfield, James H. Ford, now deceased, and John Tieman, and they kept a storage and commission house in St. Louis. In about a month after Mr. Ford became a member of the firm, at the solicitation of General Herron he went with him to New Orleans, having hired a person to take his place in the labor of the house. The next month plaintiff also went below, and, while in company with Ford, went into certain cotton speculations that proved unfortunate. One person was employed to go to Alabama and purchase, and another to Texas, and each was to receive a portion of the profits. They succeeded in spending the money of Ford and the plaintiff, but obtained no cotton. There is much testimony in relation to the conduct of the agents or partners of Freeman and Ford, also in relation to the maneuvers of Tieman, who went to New Orleans after the operations to get back part of Ford's money; but there is not a particle of testimony to show that defendant Bloomfield knew anything of their operations, or ever dreamed that he was plaintiff's partner in the purchase of cotton. The plaintiff was a correspondent of Bloomfield, Ford & Co., solicited consignments of produce and powder for the New Orleans market, and his correspondence with the firm is given in evidence. In not a single letter does he intimate any thing in regard to his cotton operations, nor would any one suspect that he regarded the firm as interested with him.

On a careful reading of the whole testimony, I am at a loss to know on what the judgment of the Circuit Court could have been based. Partnership is a matter of contract. A man cannot be made a partner against his will, by accident, or the conduct of others. He must agree to be a partner, or, as to outsiders, hold himself out as a partner to those who have trusted him as such.

Judge Story best announces the universally conceived law upon the subject, in saying, in section 5 of his work on partnerships, that “it is an established principle of the common law that, as a partnership can commence only by the voluntary contract of the parties, so when it is once formed no third person can be afterward introduced into the firm as a partner without the concurrence of all the parties who compose the original firm. It is not sufficient to constitute the new relation that one or more of the firm shall have assented to his introduction; for the dissent of a single partner will exclude him,” etc. If a new partner may not be introduced into the original firm without the consent of all its members, so much the more...