Jackson v. Crapp

Prazer, C. J. This was a suit by one partner against another. Issues were so formed that the principal inquiry involved was, what were the respective shares of the parties in the capital stock of the copartnership, one having put in five thousand five hundred dollars, the other fifteen hundred dollars, and the business having resulted in loss. Matters of account were also in issue. The transcript informs us, that, “ by agreement of parties, the court refers this cause and all matters in issue under the pleadings herein to Henry P. Blogett, whom the court appoints a special master in chancery in this behalf, and does order him to inquire into all matters of account between said parties as embraced in the pleadings, and report to this court his finding of the facts,” &c. The master reported the evidence taken before him, and also the state of the accounts, and that if the parties were equal owners of the capital stock then there was due from the defendant to the plaintiff one thousand one hundred and four dollars and thirty-four cents; but if their shares of capital were according to the amount invested by each, then the plaintiff was indebted to the defendant Alvernus Jackson eight hundred and ninety-five dollars and sixty-six cents. The master did not report the respective shares of the parties in the property or capital of the firm, saying that he understood that question was not to be decided by him. Nor did the court make any finding upon it, but having overruled a motion by Jackson for judgment in his favor for eight hundred and ninety-five dollars and sixty-six cents, rendered a judgment on the report against him in Crape’s [427] favor for one thousand one hundred and four dollars and thirty-four cents, Jackson objecting. It is a general rule, that there must be a finding, general or special, covering the issues, before a judgment can be rendered. Here the parties seem to have withheld the most important fact in controversy from the action of the referee, and hence his report was silent concerning it, saying, however, that if that fact were found for the plaintiff, he would be entitled to judgment, but if for the defendant, then he should have judgment, as already stated. It is the inclination of a majority of the court that the report should have been set aside as insufficient, if a motion had been submitted to that effect. The referee did find that the parties, Crapp and Jackson, and one Wortman, entered into a partnership in mechanical business in accordance with a written agreement, dated November 13th, 1865, which he reports, and by which it appears that Wortman and Crapp were to put in as capital two thousand dollars (one thousand dollars each), and Jackson five thousand dollars; that Wortman and Crapp were to take charge of the business and labor in person, Jackson to have no charge of the business; that the books were to be balanced at the end of every six months, and a dividend of one-third of the profits or losses to be made to each partner. He further reported that each paid in the sum agreed upon, and in other respects performed his contract until May 1st, 1866, when Crapp and Jackson bought out Wort-man, thus becoming equal owners of his interest, and were to share equally the profits and losses. On the 5th of May, 1866, the shops, machinery, and tools were transferred to a third party. Now, it may be determined from these facts what were the respective shares of Crapp and Jackson in the property of the firm. The question as to the ownership of the property seems to depend entirely, then, upon the construction to be placed upon the written contract. It must not be forgotten that the purpose of construction [428] of a contract is to ascertain what was really meant by the contracting parties. In this case, the instrument does not speak expressly upon the matter in question; it does not say in terms what shall be the respective shares of the partners in the capital originally paid in. Is there, then, anything in it from which this may be ascertained by just inferences. It seems to us that there are some things which are very, necessary to be considered. The capital furnished by Jackson was five times as great as that paid in by either of his copartners; and it was a considerable sum. The partnership was not to continue during any definite period, and consequently Crapp and Wortman could dissolve it at pleasure without incurring any responsibility for a violation of the contract; and if they had chosen to do so within a few weeks of its formation and before losses had occurred, they might, if the position of the appellee is .correct, have each withdrawn with more than double the amount which he had invested, whilst Jackson would have found himself with less- than half the sum which he had put in. So, too, if one of the copartners had died immediately after the formation of the firm. Did the parties intend to make such a contract as that? They have not done so expressly; must an absurdity so glaring be implied ? The question ought not to demand discussion. When the terms of the contract will admit of several interpretations, that which is reasonable and which leads to just results shall be preferred to that which it may not be supposed a man in his right mind would, have made, and which would open the way to injustice and wrong. There is surely nothing in the nature of a copartnership rendering it necessary or proper for the courts, in construing the written contract by which it is created, to disregard those sensible and just rules by which they are guided in interpreting any other written contract. Nor has our attention been called to any case in conflict with the view above indicated. It is very true, that where a partnership merely, is proved to exist, and there is nothing to show [429] what are the shares of the respective parties, it will be presumed that they are equal. This is the effect of what is said in Bindley, Oollyer, Story, and Parsons, cited by the appellee; and it is the 'extent to which the eases go which are cited by those writers. Thus Story (Part., § 24), who has examined the subject very fully, states the rule: “In the absence of all precise stipulations between the partners, and in the absence of all other controlling evidence and circumstances, the rule of the common law is, that they are to share equally.” And in the note he holds that the presumption of equality is not irresistible, but that where there are circumstances from which it must be fairly presumed that the partners intended to share in unequal proportions, the legal presumption of equality ought to yield to the presumption of fact. J. M. LaBue, G. O. Behm, and A. 0. Behm, for appellants. 11. Jones, J. L. Miller, S. T. Stallard, W. G. Wilson, and S. E. Perkins, for appellee. As both parties accepted the report, and submitted it to the court below to ascertain from the contract and facts reported what the rights of the parties were, each claiming judgment upon it, and the cause is presented here in the same way, our direction to the court below will be to enter judgment in Jackson’s favor for eight hundred and ninety-five dollars and sixty-six cents. Reversed, with costs; cause remanded, with directions as above. Gregory, J., thinks that the judgment in favor of Jackson ought to be five hundred and twenty-nine dollars.