Uhrig v. Redding

• Decision Date: 05 May 1942
• Citation: 150 Fla. 480,8 So.2d 4
• Parties: UHRIG v. REDDING et ux.
• Court: Florida Supreme Court

8 So.2d 4

150 Fla. 480

UHRIG v. REDDING et ux.

Florida Supreme Court

May 5, 1942

Appeal from Circuit Court, Seminole County; M. B. Smith Judge.

Garland W Spencer, of Sanford, and G. P. Garrett, of Orlando, for appellant.

Fred R Wilson and Lloyd F. Boyle, both of Sanford, for appellees.

PER CURIAM.

This is an appeal from a final decree dismissing a bill of complaint seeking an accounting for and dissolution of an alleged partnership.

On November 6, 1938, appellant, Charles J. Uhrig, and appellee Roy A. Redding, made a verbal agreement for a permanent venture of breeding, raising and selling livestock, and the production of feed for the stock. Appellee was to furnish all the capital, appellant all his time, effort and skill in managing and keeping records of the business. Profits realized were to be shared equally between the two.

Under these terms appellee expended some $30,681.93 in the acquisition of considerable equipment and land for the feeding and the profitable raising of the numerous head of stock also acquired. Appellant negotiated and handled most of these purchases, managed and supervised the production of peanut hay and other feed crops and otherwise lived up to his end of the agreement. The venture had reached the scope indicated when, January 24, 1941, appellee denied the partnership half interest in the total assets of the business then claimed by appellant, and this suit was brought.

The bill of complaint alleged the foregoing and other facts, and asserted that a partnership had been formed. It prayed, among other things, that an accounting be granted, that a receiver be appointed, and that the partnership be dissolved. The answer denied the existence of a partnership as alleged in the bill, asserted that appellant had no interest in any of the assets of the business, and prayed for an accounting and a decree showing the ownership of all the assets to be in appellee.

Much testimony had been adduced when, August 29, 1941, a final decree was entered finding that no partnership existed between the parties, and that all the assets enumerated in the bill were the property of the appellee. The appeal is from that decree.

Appellant contends that it was specifically agreed that each party should have a half interest in all the assets of the business, as well as half the profits, even though the assets were to be acquired entirely by funds supplied by appellee. The chancellor found that the agreement was for a division of the profits only. The testimony supports this finding.

It does not necessarily follow that there was no partnership, if it appears from the other facts that the parties intended one. The question to be determined is one of law--i. e. whether the facts as found by the chancellor and herein recited show that a partnership existed. Snowden v. Cunningham, 59 Fla. 604, 51 So. 543. Indeed, that was also the main question before the Chancellor, for, as he so appropriately stated, '* * * it clearly appears that the great differences between the parties is to be found more in their interpretation of what was said or done than what was actually said or done.'

There are many facts in the record tending to show that a partnership was intended by the parties: Leases, personalty and insurance were purchased, sometimes in the name of one party, sometimes in the name of the other and sometimes in the name of both, all paid for with appellee's money; a stock brand, 'UR', was agreed on by the parties; blank checks were printed and 'No Trespass' signs bought and used in the name, 'Uhrig and Redding Company'; joint bank accounts were kept and other similar actions performed.

These matters may properly be considered in determining whether a partnership was intended and did in fact exist. Ambrecht Lumber Co. v. Adair, 91 Fla. 460, 108 So. 222.

The 'test' for the determination of the existence of a partnership is much controverted. While estoppel to deny a partnership venture may limit its application where third parties are concerned, the true test as between the parties themselves seems to be their intention when making the agreement under consideration. Rowley, Modern Law of Partnership, Blank Ed.1916, Vol. 1, Sec. 102; Burdick, Partnership, 3rd Ed.1917 64; 20 R.C.L., Partnership, Sec. 36. The fact that a party to the agreement is to share in the profits and losses of the venture, or either, as well as other factors, is to be considered in determining the intention of the parties expressed by the whole agreement. See Ambrecht Lumber Co. v. Adair, sup...