Holmes v. Darling

• Decision Date: 29 January 1913
• Parties: HOLMES v. DARLING et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

213 Mass. 303

100 N.E. 611

HOLMES v. DARLING et al.

Supreme Judicial Court of Massachusetts, Suffolk.

January 29, 1913

COUNSEL

G. K Bartlett, of Boston, for appellants.

Frank M. Forbush and Jesse W. Morton, both of Boston, for appellee.

OPINION

DE COURCY, J.

The defendant's exceptions to the master's report have not been argued and we treat them as waived. The first question arising on the report is as to the correctness of the finding and ruling of the judge of the superior court that the plaintiff is entitled to an accounting upon the new contract of agency for 15 years beginning March 1, 1913.

The plaintiff and defendant became equal partners on March 2 1903, for the term of 10 years. The partnership was engaged in buying, selling and distributing the products of the White Rock Mineral Spring Company, under an agreement whereby the Spring Company gave to Darling and his assigns the exclusive agency for its lithia water in the states of Maine, New Hampshire, Vermont and Massachusetts for the term of 10 years from February 14, 1903. Darling assigned to Holmes an undivided half interest in this agreement so that it should be held as a partnership asset and the only other contribution to the new firm of Darling & Holmes was the sum of $2,000 advanced by Holmes. It did not appear that the company would have refused to make the contract run to Darling & Holmes if it had been asked to do so. The active management of the business was in the hands of Darling, assisted by his daughter and son.

In the absence of the evidence we must assume the following findings of the master to be established: Soon after the formation of the copartnership the relations between the partners became strained. As early as August, 1903, the defendant began a secret correspondence with the president of the company seeking to secure for himself individually a new contract of agency, to commence after the termination of the existing one. Statements were made in the letters tending to prejudice the president against Holmes. An offer by the company to extend the agency contract for a period of 5 years was shown to Holmes by the defendant, and subsequently returned with a declination of the offer, and no notice of the declination was given to the plaintiff. This secret correspondence was carried on for about 2 years, and as a result the defendant finally induced the president of the company to execute to him individually the new contract of agency in question, when the existing contract had...