Oakley v. . Morrow

Hoke, J. There was evidence tending to sbow tbat in 1914 Morrow & Moore, a firm, composed of L. G. Morrow and G. E. Moore, undertook to ' dissolve tbe partnership between them, and entered into a written agree-' meat, signed by both of tbe parties, reciting among other things tbat “Tbe said L. G. Morrow and G. E. Moore do hereby covenant one witb another that they will be bound by tbe following terms, agreements, and stipulations, so far as tbe same affects any existing relationship between them.” Construing this contract, in Machine Co. v. Morrow, 174 N. C., 198, tbe Court held tbat its force and effect was to constitute a partnership between these persons for tbe year 1914, and, this being true, bis Honor correctly held tbat tbe defendant Moore, as a member, was liable for plaintiff’s claim for services to tbe firm and money lent them during said year in promotion and within tbe scope and exigency of its current business. Farmer et al. v. Head & Co., 175 N. C., 273; George on Partnerships, p. 97. Tbe evidence offered by defendant Moore in opposition to tbe recovery, and which was disregarded in tbe court below, amounts only to this, that it was tbe desire and intent on tbe part of said defendant to withdraw from tbe firm, but, having entered into a binding written agreement tbat fixed his relationship and status to be tbat of partner for one year longer, tbe intent and meaning as expressed in tbe terms of tbe written agreement while it remains in force must control tbe rights and liabilities of tbe parties, as presented in this record, and may not be varied by tbe intent or understanding of one of them. Walker v. Venters, 148 N. C., 388; 10 R. C. L., title, Evidence, secs. 210-211, p. 1019. Nor is tbe position affected by tbe testimony on tbe part of defendant tending to sbow tbat plaintiff was aware of the purpose of defendant Moore to withdraw from tbe firm. Tbe decision construing tbe contract having declared defendant Moore a general partner, having an interest in its business and entitled to share in its profits, and conferring on L. G. Morrow, tbe man *136 aging partner, full power to make the contract, the defendant is liable during'the period covered by the agreement for all contracts made by Mm within the ordinary and usual scope of the partnership business and in furtherance of its interests. The contract in question here was for labor performed and money lent to the firm during the year to enable it to carry on its ordinary business, and, in the absence of any facts or circumstances creating an estoppel, defendant is liable by reason of his position as member of the firm, and whether plaintiff knew of his effort and purpose to withdraw or not. Johnston, etc., v. Bernheim, 86 N. C., 339. The case of Sladen v. Lance, 151 N. C., 492, is not opposed, but in direct recognition of the principle. That was the case of a partnership which, by its terms, imposed special restrictions on the power of the partner who made the contract, and it was held that a creditor selling to the firm with knowledge of these restrictions was bound by them; but in our case, as stated, the defendant is a general partner; the contracts were made with a member having full powers, and the firm has received full consideration. There'is no error, and judgment for plaintiff must be affirmed. No error.