Standaro Oil Co. of New York v. Henderson

Decision Date28 November 1928
Citation163 N.E. 743,265 Mass. 322
PartiesSTANDARO OIL CO. OF NEW YORK v. HENDERSON.
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court

OPINION TEXT STARTS HERE

Appeal from Third District Court of Bristol; James P. Doran, Special Judge.

Action on contract by the Standard Oil Company of New York against Thomas Henderson, Sr., for goods sold and delivered. From an order of the appellate division of the district court, dismissing report of the trial court, plaintiff appeals. Affirmed.

Plaintiff's requested rulings, denied by the trial court, are as follows:

1. If the place of business to which the plaintiff sold and delivered its gasoline and oil was conducted unaer the name of Thomas Henderson & Son, with the knowledge of the defendant Thomas Henderson, Sr., he would be liable to the plaintiff.

3. If the plaintiff was honestly misled by the fact that the name of the defendant Thomas Henderson, Sr., was used as owner of the business, and gave credit to the apparent partnership, the defendant would be liable for the indebtedness as if he had been a partner in fact.

4. The plaintiff and its agents were justified to interpret the appearance of the defendants' place of business as being owned and conducted by the defendants as copartners.H. A. Lider, of New Bedford, for appellant.

PIERCE, J.

This case is before this court on the appeal of the plaintiff from an order, ‘Report dismissed,’ of the appellate division of the Third district court of Bristol county. The report of the special justice of the Third district court of Bristol to the appellate division ‘contains all the evidence material to the questions reported,’ which are: Should the special justice have ruled, and should he have refused to rule, as requested by the plaintiff?

The pertinent facts disclosed in the report in substance are as follows: About November 13, 1924, one Thomas Henderson, Jr., opened a gasoline station at 660 Brock avenue, New Bedford, and put on the window of the station the words ‘Henderson & Son.’ ‘This was the only name which appeared on the premises.’ On November 13, 1924, the plaintiff and Thomas Henderson, Jr., executed an ‘equipment loan agreement’ for the installation of a tank, pump, and accessories for the gasoline station. The agreement recites that it is made between the Standard Oil Company of New York and Henderson & Son, of 688 Brock avenue, New Bedford, and it was signed: ‘Standard Oil Company of New York, by J. E. Winter. Henderson & Son, by Thomas Henderson, Jr. The business was conducted by Thomas Henderson, Jr., the son of the defendant, who was a loom fixer employed in one of the local mills. His wife and daughter conducted a grocery store within a short distance of the gasoline station. Thomas Henderson, Jr., at the time the action was commenced and at the time of the trial, was in the state of California.

On the evidence the trial judge found that the plaintiff sold and delivered the items referred to in the plaintiff's declaration; that they were charged to Henderson & Son; that the delivery slips were signed by Thomas Henderson, Jr. ‘The plaintiff's evidence did not show that the defendant was a partner in fact.’ For the purposes of this case we assume the defendant was not a partner of Thomas Henderson, Jr. The record contains no direct evidence that the defendant had knowledge or notice that he was held out as a partner in the business of his son, and no circumstantial evidence to warrant a finding of such knowledge and notice, other than can logically be deduced from the evidence that he ‘walked past the gasoline station almost every day; * * * that he saw the name ‘Henderson & Son” on a window of the premises, and knew that the business was conducted under that name; that he made no inquiries as to whether any credit was being extended by the plaintiff or any person or concern, relying on the fact that his name was used in connection with the business, and he did not tell any one that he was not connected with the business or ask his son to remove his name.

The trial judge specifically found ‘that [the defendant] was not asked by the plaintiff concerning his responsibility.’ He stated that he was ‘unable to find * * * that the defendant ever visited the place of business of the plaintiff.’ Other than as above stated, there is no evidence reported to warrant an inference that the defendant consented to the use of the sign ‘Henderson & Son’ on the window of the station, and there is no affirmative evidence reported that the plaintiff gave credit to ‘Henderson & Son’ on the faith that Thomas Henderson, Sr., the defendant, was a partner in the business carried on by the son under the sign name ‘Henderson & Son.’

St. 1922, c. 486, § 16 (1), provides that:

‘When a person, by words spoken or written or by conduct, represents himself, or consents to another...

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15 cases
  • Brown v. Gerstein
    • United States
    • Appeals Court of Massachusetts
    • May 3, 1984
    ...common law doctrine of partnership by estoppel is codified for the Commonwealth in G.L. c. 108A, § 16. See Standard Oil Co. v. Henderson, 265 Mass. 322, 326, 163 N.E. 743 (1928). The Henderson case establishes that to prevail under this doctrine a plaintiff must prove: (1) that the would-be......
  • Daynard v. Ness, Motley, Loadholt, Etc.
    • United States
    • U.S. Court of Appeals — First Circuit
    • May 10, 2002
    ...partner making the representation or consenting to its being made. Unif. P'ship Act, supra, § 16(1); see also Standard Oil Co. v. Henderson, 265 Mass. 322, 163 N.E. 743, 745 (1928) (stating the common law doctrine of partnership by Partnerships and joint ventures aside, a theory of agency b......
  • Saunwin Int'l Equities Fund LLC v. Donville Kent Asset Mgmt. Inc.
    • United States
    • U.S. District Court — District of Massachusetts
    • July 20, 2018
    ...person's knowledge, the putative partner may escape liability as a matter of law." Gosselin, 242 F.3d at 417 (citing Standard Oil Co. v. Henderson, 265 Mass. 322, 326 (1928); Brown v. Gerstein, 17 Mass. App. Ct. 558, 572 (1984)). But where "there is significant evidence bearing on the 'hold......
  • Costa v. Sardinha
    • United States
    • United States State Supreme Judicial Court of Massachusetts Supreme Court
    • November 30, 1928
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