P & M Cattle Co. v. Holler, No. 4657

CourtUnited States State Supreme Court of Wyoming
Writing for the CourtBefore GUTHRIE; RAPER
Citation559 P.2d 1019
PartiesP & M CATTLE COMPANY, Appellant (Plaintiff below), v. Rusty HOLLER, Appellee (Defendant below).
Decision Date03 February 1977
Docket NumberNo. 4657

Page 1019

559 P.2d 1019
P & M CATTLE COMPANY, Appellant (Plaintiff below),
v.
Rusty HOLLER, Appellee (Defendant below).
No. 4657.
Supreme Court of Wyoming.
Feb. 3, 1977.

Page 1020

Michael E. Warren, Sawyer, Sawyer & Warren, Torrington, signed the brief and appeared in oral argument on behalf of appellant.

Morris R. Massey, Brown, Drew, Apostolos, Barton & Massey, Casper, signed the brief and appeared in oral argument on behalf of appellee.

Before GUTHRIE, C. J., and McCLINTOCK, RAPER, THOMAS and ROSE, JJ.

RAPER, Justice.

In the district court, the plaintiff-appellant, a partnership, sought and was denied recovery for losses incurred in 1974 under an alleged 'oral joint venture agreement' to purchase, lease and sell livestock. Defendant-appellee, an individual, was given judgment for $2,219.40 on a counterclaim. We will affirm.

While the plaintiff sets out the issues as multiple, 1 it appears that the only real issue

Page 1021

is whether the parties to this appeal were parties to a joint venture or partnership agreement to share losses as well as profits from a cattle purchase, feed and sell operation.

In 1971, the defendant was looking for someone to pasture cattle on the defendant's land at $3.00 per head per month. One of two partners in the plaintiff partnership expressed an interest and invited defendant to talk. As a result, the following written agreement was entered into:

'2-23-1971

'Contract-Rusty Holler (60 Bar Ranch)-L. W. Maxfield and Bill Poage

'Rusty to furnish grass for est 100 yr st and 21 heifers--

'Maxfield & Poage to furnish money for cattle plus trucking & sale-and max of $300.00 per month for labor

'Rusty to take cattle around May 1st and cattle to be sold at a time this fall agreed upon by all parties involved

'Cost of cattle plus freight-salt and labor to be first cost

'Net money from sale of cattle less first cost to be split 50-50 between Rusty (1/2) and Maxfield and Poage (1/2) (death loss to be part of first cost)

'/s/ L. W. Maxfield

'/s/ Bill Page

'LM

'/s/ Rusty Holler'

The 1971 agreement was orally renewed for the years 1972, 1973 and 1974. Plaintiff and defendant each realized substantial returns in the first three years but in 1974 there was not enough realized from the sale of cattle to pay first costs and a loss resulted. Plaintiff insists that the defendant is bound to pay it $44,500.00 representing one-half of the total cash loss in the sum of $89,000.00. The defendant personally expended first costs for expenses (salt) over and above the amount received from sale of cattle in sum of $3,967.76. Through an admitted error of defendant's counsel, along with a misunderstanding by defendant, only one-half of those expenses were claimed by defendant. When the error became apparent at or near the close of evidence, they elected not to amend the defendant's claim first made. The contract clearly states that plaintiff was to 'furnish money for * * * salt.' 2

The parties never discussed nor is there any mention in the contract of what would happen if the cattle sold at a loss. Nor was any mention made of reimbursement or credit to the defendant for the value of his services and pasture or grass he contributed, in the event cattle sold at a loss.

A broad overview of the entire record suggests that this case involves only a contract in which plaintiff agreed to put up the money and defendant agreed to put up grazing land and grass, along with services, with a view to profit to both, each to bear their own losses. Before confirming that position, we must examine the law of joint ventures.

In Wyoming, a joint adventure partakes of the nature of a partnership and is governed substantially by the same rules of law, the principal distinction being that a joint adventure usually relates to a single transaction, though it may be continued over a period of years. Eblen v. Eblen, 1951, 68 Wyo. 353, 234 P.2d 434. Even though a joint adventure and a partnership are not identical, the relationship of co-adventurers is controlled largely by the law of partnership. Goldberg v. Miller, 1939, 54 Wyo. 485, 93 P.2d 947, reh. den., 96 P.2d 570; Hoge v. George, 1921, 27 Wyo. 423, 200 P. 96, 18 A.L.R. 469; Wood v. Western Beef Factory, Inc., 10 Cir. 1967, 378 F.2d 96. A concise distinction between joint venture

Page 1022

and partnership is drawn in 1 cavitcH, busineSs organizations, § 13.05(2), pp. 677-678:

'It is apparent that the comparatively modern legal concept of joint adventure is intended to identify business ventures which, but for their limited scope and duration, would be partnerships. To date, however, there is no discernible legal difference between the two types of associations. As a result, the courts have held that the joint adventure is subject to the same rules of law which are applied to partnerships, especially when determining the rights of the parties inter se.'

The excerpt is excellently footnoted.

Since joint adventures, also frequently referred to as joint ventures, are a species of and governed by the law of partnerships, we must go to the Uniform Partnership Act, § 17-195, et seq., W.S.1957, C.1965, adopted by the Wyoming State Legislature in 1917. Section 17-200(1), W.S.1957, C.1965, defines a partnership as follows: 'A partnership is an association of two or more persons to carry on as co-owners a business for profit.' (Emphasis added.) Section 17-201, W.S.1957, C.1965, lays out the criteria for resolving the question as to whether a partnership obtains:

'In determining whether a partnership exists, these rules shall apply:

'(1) Except as provided by section 16 (§ 17-210) persons who are not partners as to each other are not partners as to third persons;

'(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;

'(3) The sharing of gross returns does not of itself establish a partnership, whether or not the person sharing them have a joint or common right or interest in any property from which the returns are derived;

'(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner...

To continue reading

Request your trial
32 practice notes
  • Board of Trustees of Weston County School Dist. No. 1, Weston County v. Holso, Nos. 4807
    • United States
    • United States State Supreme Court of Wyoming
    • August 28, 1978
    ...Indeed, we have said that a judgment will be affirmed on any legal ground appearing in the record. P & M Cattle Co. v. Holler, Wyo., 559 P.2d 1019, 1024, inter alia. We are unable, however, to find any such grounds in this case. See, Durst v. School District No. 2 of Niobrara County, 39 Wyo......
  • Oyler v. State, No. 5296
    • United States
    • United States State Supreme Court of Wyoming
    • October 29, 1980
    ...appearing in the record. Wightman v. American National Bank of Riverton, Wyo.1980, 610 P.2d 1001; P & M Cattle Co. v. Holler, Wyo.1977, 559 P.2d 1019; Crockett v. Lowther, Wyo.1976, 549 P.2d 303; Zitterkopf v. Roussalis, Wyo.1976, 546 P.2d 436; Peters Grazing Association v. Legerski, Wyo.19......
  • True v. Hi-Plains Elevator Machinery, Inc., HI-PLAINS
    • United States
    • United States State Supreme Court of Wyoming
    • April 10, 1978
    ...to the prevailing party and resolve all conflicts in the testimony and exhibits in its favor. P & M Cattle Company v. Holler, Wyo.1977, 559 P.2d 1019, 1024; West's Wyoming Digest, Appeal and Error k Nos. 931(1) and 989. Unless the findings of the trial court are clearly erroneous or contrar......
  • O.W. Ltd. Partnership, Matter of, No. 8659
    • United States
    • Court of Appeals of Hawai'i
    • August 18, 1983
    ...the trier of fact. Strand v. Cranney, 607 P.2d 295 (Utah 1980); Madrid v. Norton, 596 P.2d 1108 (Wyo.1979); P & M Cattle Co. v. Holler, 559 P.2d 1019 (Wyo.1977); Florida Rock & Sand Co. v. Cox, 344 So.2d 1296 (Fla.App.1977). The existence of a joint venture depends primarily upon the facts ......
  • Request a trial to view additional results
32 cases
  • Board of Trustees of Weston County School Dist. No. 1, Weston County v. Holso, Nos. 4807
    • United States
    • United States State Supreme Court of Wyoming
    • August 28, 1978
    ...Indeed, we have said that a judgment will be affirmed on any legal ground appearing in the record. P & M Cattle Co. v. Holler, Wyo., 559 P.2d 1019, 1024, inter alia. We are unable, however, to find any such grounds in this case. See, Durst v. School District No. 2 of Niobrara County, 39 Wyo......
  • Oyler v. State, No. 5296
    • United States
    • United States State Supreme Court of Wyoming
    • October 29, 1980
    ...appearing in the record. Wightman v. American National Bank of Riverton, Wyo.1980, 610 P.2d 1001; P & M Cattle Co. v. Holler, Wyo.1977, 559 P.2d 1019; Crockett v. Lowther, Wyo.1976, 549 P.2d 303; Zitterkopf v. Roussalis, Wyo.1976, 546 P.2d 436; Peters Grazing Association v. Legerski, Wyo.19......
  • True v. Hi-Plains Elevator Machinery, Inc., HI-PLAINS
    • United States
    • United States State Supreme Court of Wyoming
    • April 10, 1978
    ...to the prevailing party and resolve all conflicts in the testimony and exhibits in its favor. P & M Cattle Company v. Holler, Wyo.1977, 559 P.2d 1019, 1024; West's Wyoming Digest, Appeal and Error k Nos. 931(1) and 989. Unless the findings of the trial court are clearly erroneous or contrar......
  • O.W. Ltd. Partnership, Matter of, No. 8659
    • United States
    • Court of Appeals of Hawai'i
    • August 18, 1983
    ...the trier of fact. Strand v. Cranney, 607 P.2d 295 (Utah 1980); Madrid v. Norton, 596 P.2d 1108 (Wyo.1979); P & M Cattle Co. v. Holler, 559 P.2d 1019 (Wyo.1977); Florida Rock & Sand Co. v. Cox, 344 So.2d 1296 (Fla.App.1977). The existence of a joint venture depends primarily upon the facts ......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT