90 Iowa 217 | Iowa | 1894
I. Appellants’ first contention is that they are not liable on the note in suit, because it is not executed in the name of the partnership of which they
II. Appellants’ second contention is that the partnership contract between the defendants is unlike an ordinary partnership, where the right of -a partner to-borrow money for the partnership of necessity exists. They insist that this was a partnership limited to a single venture, namely, to invest the money furnished by appellants in eggs during the summer, to be sold in the winter of the year for which the partnership was-formed, and that only one investment, and one sale were contemplated in the contract. "We can not concur in this view of the contract. The amount expended in erecting and fitting up the building, the amount to be furnished by appellants, and the provision that the
III. The contract provides that “for the purposes •of carrying on the business the said Mrs. Alice Schleiter and .Ressa Schleiter agree to furnish twenty-five thousand dollars, as needed in the business.” No'provision is made for obtaining money to be put into the business from any other source, and we think it is evident that no greater sum was to be put into it. The .appellants insist that these provisions were a restriction upon the right of Rollins to borrow money on the credit of the firm to put into the business, and that appellees, knowing these provisions of the contract, must be held to have known that he had no authority to borrow the money for which the note in question was given on the credit of the firm or its members. In the view we take of the contract, we think it is entirely clear that, under it, Mr. Rollins did not have .authority to borrow money to put into the business so long as appellants did not refuse to furnish it as they agreed. The only money to go into the business was that to be furnished by appellants, and no provision
Under another familiar rule, it is not necessary that they should have been fully informed as to the agreements between the partners. “They will be equally bound, if they have been informed of facts that should have led a reasonably prudent and cautious man to make inquiry.” 75 Am. Dec. supra; Livingston v. Roosevelt, 4 Am. Dec. 273. Knowing, as appellees did, that, under the written contract, appellants were to furnish all the money to be put into the business, it was certainly sufficient to put them upon inquiry to be told that appellants had failed to furnish the amount agreed upon, — an inquiry that would have discovered to them the subsequent agreement by which the amount to be furnished was reduced one half. If appellees had known of this subsequent agreement, they would not have been warranted in loaning the money to Eollins on the credit of the firm. While they did not know of
IY. The basis upon which appellants ask to recover upon their counterclaim is that the two thousand, seven hundred and sixty dollars derived from the sale of eggs was wrongfully deposited with appellees; that, under the contract, said proceeds should have been paid to them; and that appellees, knowing that fact, wrongfully retained said money, and refused to pay it to the appellants. This claim is made upon the theory that the partnership between the defendants was limited to a single transaction, — the purchase and sale of a single lot of eggs, — and that, upon the sale being made, appellants were entitled to the proceeds to the extent of their advancement. We have seen that such is not our construction of the contract. It was a continuing partnership, “to be carried on in the name of C. W. Rollins, he to attend to all the business, and have the general superintendency of the work.” Rollins transacted partnership business through the plaintiff bank, making deposits therein, and paying for eggs purchased by checks thereon. While the proceeds of sales were to ultimately come to appellants to the extent of their advancements, it was not wrongful for Rollins to deposit such proceeds with the plaintiff bank. As the contract