T.R. Foley Co. v. McKinley
| Decision Date | 05 May 1911 |
| Docket Number | 17,028 - (47) |
| Parties | T.R. FOLEY COMPANY v. GEORGE A. McKINLEY and Another |
| Court | Minnesota Supreme Court |
Action in the district court for Crow Wing county to recover $1,464.75, balance alleged to be due for goods sold and delivered. The facts are stated in the opinion. The case was tried before McClenahan, J., who, at the close of the trial denied the motions of plaintiff and defendant Hoerr for a directed verdict. The jury returned a verdict against defendant McKinley for the amount demanded. From an order denying plaintiff's motion for judgment against defendant Hoerr notwithstanding the verdict, or for a new trial, he appealed. Affirmed.
Partnership.
A partnership is a contract between two or more parties to combine their capital, labor, and skill, or some or all of them, in a business in which they are to have a community of interest as principals, for the purpose of joint profits. The sharing of profits is not a conclusive test, and, as between themselves, the question is one of intention.
Construction of contract -- question for the court.
The construction of a written contract is a matter of law for the court, to be determined upon a consideration of its terms but when the meaning of a writing, by itself, is affected with uncertainty, the intention of the parties may be ascertained by extrinsic evidence. If the extrinsic facts and the inferences to be drawn therefrom are free from doubt, the construction of the contract is exclusively for the court.
Parties not partners.
Rules applied to the contract referred to in the opinion, and held, that its construction was a matter of law, and that it did not make the parties thereto partners.
A. D. Polk, for appellant.
Jay Nenry Long, for respondent Hoerr.
Action for goods sold, originating in the district court of the county of Crow Wing. The complaint alleged that the defendants were partners doing business under the firm name of George A. McKinley, and that the plaintiffs, from March 30 to August 9, 1907, at their request, sold and delivered to them goods of the reasonable value of $1,714.75, no part of which has been paid, except the sum of $250. The answer of the defendant Hoerr denied the alleged partnership, also the sale of any merchandise to the defendants, and alleged that the goods in question were sold to the defendant McKinley individually. The answer of the defendant McKinley denied the partnership and alleged that the goods were sold to him individually, and, further, that for a valuable consideration the time for the payment therefor had been extended. The case was tried to a jury. At the close of the evidence the plaintiff and Hoerr each moved for a directed verdict. Both motions were denied. The jury returned a verdict for the plaintiff against the defendant McKinley only. The plaintiff appealed from an order denying its blended motion for judgment notwithstanding the verdict against the defendant Hoerr, or for a new trial.
The sole question for our decision is whether or not, upon the whole evidence, the trial judge should have ruled that the defendants were partners as a matter of law.
The evidence shows that prior to March 26, 1907, the defendant McKinley was engaged in the business of getting out cedar poles, posts, ties, and pulp wood on the upper Mississippi river and its tributaries, and driving them in the river to Brainerd, and selling them. He then had a contract with the Itasca Cedar & Tie Company for the sale and delivery to it of a large quantity of poles and pulp wood. On March 28, 1907, being in need of money for his business, he entered into a written contract with the defendant Hoerr, designated in the record as "Exhibit B," in which he was named as party of the second part. Hoerr was designated therein as the party of the first party. Exhibit B, so far as here material, was, in effect, in these words:
The first party hereby agrees to advance to the party of the second part such moneys as are needed, up to the sum of $20,000, for the purpose of carrying out the cedar and lumber business now in operation and partly under contract with the Itasca Cedar & Tie Company, and also will manage the finances of said business; and in consideration thereof the party of the second part agrees that the advances of the party of the first part shall be repaid out of the first proceeds of the business, after expenses and contracts are taken care of, and in further consideration party of the first part shall be paid one-half of the net profits of the business. Party of the second part shall devote his time to the general management of the business. This agreement covers all the business connected with the cut of the logging season for the years 1906 and 1907. Party of the second part shall not include in expenses any pay for stumpage owned by himself and cut during the season. It is hereby understood that the stumpage to be free under this contract is that cut by Tiessen in Savan district and by William McKinley near Swan river, and the amount of money which party of the second part has invested in said business is $3,000, exclusive of funds borrowed in bank, which is $2,800. Advances by either party to draw six per cent. interest.
On the same day McKinley assigned, in writing, his contract with the Tie Company to Hoerr, and instructed, in writing, the Tie Company to make all payments due or to become due on its contract to Hoerr, who was authorized to collect and receipt for such payments.
It is here conceded that the whole agreement between McKinley and Hoerr is embraced in these written documents, and the question, in its last analysis, is whether the contracts construed in connection with the evidence, given on the trial, of extrinsic facts affecting their construction do or do not establish as a...
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