Randall Company v. Briggs
| Citation | 248 N.W. 752,189 Minn. 175 |
| Decision Date | 26 May 1933 |
| Docket Number | 29,345 |
| Parties | RANDALL COMPANY v. GEORGE N. BRIGGS AND OTHERS |
| Court | Supreme Court of Minnesota (US) |
Action in the district court for Ramsey county to recover $1,773.90 for printing furnished by plaintiff to defendants. The defendant Harry Locheed did not answer and was in default. The case was tried before Richard A. Walsh, Judge, and a jury. Plaintiff recovered a verdict of $1,600.79 against George N. Briggs and E. S. Binswanger, the remaining defendants, and they appealed from an order denying their alternative motion for judgment or a new trial. Affirmed.
Contract -- agreement as to payment of printing bill -- question for jury.
1. The record justified the court in submitting to the jury the question whether or not the appellants agreed to pay plaintiff's printing bill.
Partnership -- creation of relationship -- evidence.
2. The evidence was sufficient to justify the jury in finding that the three defendants were partners.
No reversible error in charge.
3. There was no reversible error in the court's charge.
Paul C. Thomas, for appellants.
Morphy Bradford, Cummins & Cummins, for respondent.
In an action to recover on a printing bill, plaintiff had a verdict. The defendants Briggs and Binswanger have appealed from an order denying their motion for judgment notwithstanding the verdict or a new trial.
Prior to December, 1930, the defendant Locheed, doing business under the name of the Minnesota Parent-Teacher Publishing Company with offices at the Louis F. Dow Company plant, had been publishing the Minnesota Parent-Teacher magazine. Briggs and Binswanger were engaged in publicity work and insurance, with offices in the Minnesota Building, St. Paul. December 9, 1930, the three entered into a contract which provided that Locheed should continue to publish the magazine, Briggs was to devote the necessary time to the magazine advertising, and Binswanger was to have charge of the financial end of the business. Each was to receive one-third of the net profits after certain deductions hereinafter referred to. Briggs and Binswanger, in whose office the editorial work and business connected with the publishing of the magazine was henceforth to be conducted, were to receive $100 per month for rent, heat, light, and similar overhead expenses. Locheed was to have $300 per month before a division of profits. Binswanger was to lend a certain amount of money at seven per cent interest to finance the publication and was to sign all checks on the bank account, which was kept in the name of the Parent-Teacher Publishing Company. He was also to have charge of all collections. Under this arrangement the magazine was continued as the Parent-Teacher magazine, and the printing bill here sued upon was incurred.
The written agreement between the three defendants provided that it should not constitute a partnership. This agreement was to endure for a period of a year unless sooner terminated at the option of Binswanger or by his request to organize a corporation. A significant provision in regard to the formation of such a corporation was that it was to take over the business of the three associates without other compensation than the issuance to them of the common stock of the corporation, one-third to each. Binswanger was to have preferred stock of the corporation to the amount of the existing indebtedness to him.
In the actual operation of the business it appears that all policies with reference to the publication were settled in conference by the three associates and that no obligations were incurred without a meeting of the three. The name of Briggs was put upon the magazine as an editor and on the magazine and letterhead of the associates as one of the publishers. There was much discussion amongst the three defendants in regard to the letting of the contract for the printing of the magazine, and it was the desire of these appellants that the plaintiff company should have the business if it could meet competition in the matter of prices. The evidence fully justifies a finding that the officers of the plaintiff made it clear to the appellants that Locheed's credit was not such as to justify any order but that if the others were behind the publication the plaintiff would do the work and furnish the material, recovery for which is here sought.
1. It is the contention of the appellants that the evidence did not justify the court in submitting to the jury either the question whether there was a so-called express agreement by the appellants to pay the bill or the question as to the existence of a partnership amongst the three defendants from which a liability on the part of the appellants would arise though there was no promise on their part to pay the bill. We think the court rightly submitted both questions. A contract may be inferred from acts as well as from express language. It may be partly expressed in words, partly in acts, and partly in circumstances. Such a contract is recognized as a form of express contract. Dybvig v. Minneapolis Sanitorium, 128 Minn. 292, 150 N.W. 905. In the case at bar the conversation, the acts, and circumstances which followed the assurance to the appellants that Locheed's credit would not justify the business were quite sufficient to sustain a finding of express contract.
2. We come now to the sufficiency of the evidence to...
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