Duff v. Baker

Rothbook, J. The only question to be determined upon this appeal is whether, under the evidence, the court was warranted in finding that- the hay was sold to a partnership of which the defendant was at the time a member. It appears from the evidence that the defendant was the owner of a farm in Hancock county, which was improved to some extent, and upon which he had teams, farming utensils, a barn and machinery necessary for pressing hay. In the spring of 1883, one T. M. Brown was living on the farm, and an oral contract was at that time entered into between the defendant and Brown by which Brown was to have the use of the land, teams and implements, including the machinery for pressing hay, and to furnish all seed for planting crops, and do all the' labor, and each one of the parties was to have one-half of the net proceeds of the enterprise. If this were all of the contract, there would have been no partnership ; there would have been merely the relation of landlord and tenant between the parties. If an agreement of that kind were to be held by this court to be a partnership it would be a great surprise to' thousands of landlords and tenants in this state; but there is evidence in the ■case which tends to show that more than this was contemplated by the parties. Baker was a resident of the city of Des Moines, and there was some correspondence between the parties, and he prepared a written contract and sent it to Brown. The writing was not signed. In [644] the course of this correspondence Baker wrote to Brown as follows, in reference to the written contract which Brown did not sign: “It was not intended, nor does it so state, that the money paid out for hay, for wire, for coal, etc., should be borne by you. The intention was to make it as nearly as possible your labor doing work against the use of the property. The wild hay, bought in stack or otherwise, I, of course, would expect to stand my part of cash.” It further appears from the evidence that both parties contemplated the purchase and sale of hay. Indeed, the evidence tends to show that farming, in the sense of raising annual crops, was but a small part of the business. Brown carried on the business in the name of Baker & Brown, and the dealing with the public in that name was open, and without any concealment. They also took up and carried on the business of dealers in coal to a certain extent. In July, 1884, there was a dissolution of the partnership agreed upon between the parties, and they signed the following written instrument: Britt, July 19, 1884. Notice: The firm of Baker & Brown has been dissolved by mutual consent. “[Signed.] Geo. 0. Baker, “T. M. Brown.” There can be no doubt that if the plaintiff had sold his hay to Brown before July 19, 1884, Baker would have been liable for the purchase as a partner. The question is, was there such a change in the business after that date as to exonerate Baker from liability to third persons dealing with Brown, without notice of the-dissolution, or rather, was there evidence from which the court may have fairly found as a conclusion of law that Baker continued to be liable as a partner ? Upon this question there is evidence that Brown, after the formal dissolution, used his own name in transacting the business in which both were interested. The notice of dissolution was not published, and the plaintiff, when he sold the hay for which he claims a judgment, had no-knowledge of it. We think it is fair to say that, aside645 from the dropping of the partnership name, there was no change in the relation of Baker & Brown towards each other. Brown testified as a witness upon the trial that the business was carried on after the ninteenth day of July, 1884, the same as it was before, except that the name in which it was transacted was Brown, instead of Baker & Brown. The plaintiff testified that he knew the name to be Baker & Brown, and that when he sold his hay he had no knowledge that the partnership had been dissolved. In our opinion the court was warranted in finding that, as to persons dealing with Brown without notice of the dissolution of the partnership, Baker was liable the same as if there had been no dissolution. Counsel for the respective parties have cited many authorities upon the law of partnership. We have not thought it necessary to examine them, because in our judgment the rights of the parties must be determined by the fact that they regarded themselves as partners from the nature of their business relations, and that no actual change in their affairs was effected by the formal ■dissolution. The judgment of the district court will be Affirmed.