Taft v. Warde

Mobtoít, J. The “ New England Express Company,” being an unincorporated joint stock company, was a partnership, and each member is liable for its debts. Taft v. Ward, 106 Mass. 518. Bodwell v. Eastman, Ib. 525. Frost v. Walker, 60 Maine, 468. The defendant contends that there was not sufficient evidence to warrant the jury in finding that he was a member of the company at the time the plaintiff’s debt was contracted. We think there was. The articles of association provided that no one but a stockholder was eligible as a trustee. The witnéss Waldron testified that the defendant was elected a trustee in 1867; that he attended meetings and took part in the deliberations of the trustees at New York and Boston; that he told the witness he had taken an interest in the company, having subscribed for fifty shares in the name of Warde, Humphrey & Company, of which firm he was a member, and had paid an assessment on the same of $250; that he was at the office of the company in Boston, “ off and on, from Concord; ” and that the company began business in August 1868. Sargent testified that in December 1868 Warde told him he was an officer of the company, and was authorized to employ the witness in connection with the affairs of the company. The plaintiff also put in evidence two letters written by Warde, dated November 7, and December 24, 1868. In connection with this testimony, are to be considered the facts that it was in the power of Warde to explain fully his connection with the company, and that he did not choose to do so. It is not our province to judge of the credit of the witnesses. Assuming that they were believed by the jury, we think thera [523] was sufficient evidence to justify a reasonable inference that Warde had subscribed for stock and was entitled to share in the profits of the business, if any were realized, and that he was one of the promoters and original movers in the enterprise, and therefore that he was a member of the partnership at the time the plaintiff’s services were rendered, and, as such, personally liable to pay his debt. As the jury would have been authorized to find the defendant liable as a partner, it follows that, according to the terms of the report, judgment is to be entered for the plaintiff for the full amount of his claim. Judgment for the plaintiff.