Mcmurtrie v. Guiler

• Decision Date: 23 May 1903
• Citation: 67 N.E. 358,183 Mass. 451
• Parties: McMURTRIE v. GUILER et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

183 Mass. 451

67 N.E. 358

McMURTRIE v. GUILER et al.

Supreme Judicial Court of Massachusetts, Suffolk.

May 23, 1903

COUNSEL

Robt. F. Herrick, Alb. M. Lyon, and A. B. White, for plaintiff.

Everett W. Burdett and John Gordon, for defendants.

OPINION

BRALEY J.

This case is before us on a bill of exceptions instead of by appeal with a report of the evidence, and the principal question presented for decision is whether there was any evidence to support the finding that, as between themselves the parties were partners. While there was some slight difference as to details in the testimony of the plaintiff enough appeared to show that he was at work on a salary for the defendants, who were contracting and mechanical engineers, when, in consequences of a more advantageous offer which he had received, to induce him to remain with them they proposed to admit him as a member of the firm. No written articles of partnership were prepared, but it was understood and agreed between them that the plaintiff should receive from the profits of the business at least $2,400, and probably enough more to make the sum of $5,000, as his share for one year. He then ceased to work on a salary, but apparently drew $200 a month during the time, and at the close of the fiscal year, a dispute having arisen as to his relation to the defendants, he left the firm, claiming at least one-quarter part as his share of the profits. After the proposition had been made to and accepted by him, he was introduced as a partner, and his name so appeared on the stationery and business cards of the firm. No fractional proportion of the profits which the plaintiff was to receive as his share seems to have been fixed, and, while various suggestions were discussed, it was finally left unsettled. While in substance the evidence of the defendants tended to show that they understood the arrangement to be that the plaintiff was to share in the business of the firm only by way of compensation, and that there was no understanding that he was to be admitted as a member, it appeared that one of them had as a witness in another case stated to the contrary, and had testified that the plaintiff was his partner. On the whole evidence one of two results may be reached--either that the plaintiff was interested in the business as a member of the firm, or that he was at work for the defendants under an agreement that his compensation was to be a share in the profits; and the judge before whom the case was tried found in favor of the plaintiff's contention.

As between themselves and creditors, having represented that they were partners, and held themselves out as such, they would be estopped to deny the fact; but in this case no such question arises, and, in order to determine their relation to each other, their intention must control. If no general definition of the contract of partnership to fit all cases can be given, and each case as it arises must be decided on the facts presented, there seems to be an agreement of the authorities that where persons associate themselves together to carry on a joint business for their common benefit, to which each contributes either property or services, and the profits arising therefrom are to be shared between them, the essential elements of a contract of partnership are made out. Ryder v. Wilcox, 103 Mass. 24; Somerby v Buntin, 118 Mass. 279, 19 Am. Rep. 459; Meehan v. Valentine, 145 U.S. 611, 618, 12 S.Ct. 972, 36 L.Ed. 835; Pooley v. Driver, L. R. 5 Ch. D. 458, 471. While the firm was not a commercial partnership, and it does not appear what property, if any, outside the partnership accounts and profits, was owned by them, a community of interest in the profits as such by the plaintiff was sufficient to establish the relation and to entitle him to a decree. Howe v. Howe, 99 Mass. 71. There was enough to show that a going business enterprise was in existence, to which, by mutual consent, the plaintiff was admitted. He, in common with the defendants,...