Plaintiff’s petition in six counts, filed in equity, alleged it was doing business in Crestón, Iowa, under the trade name of Crestón Seed Company; that under an oral contract it employed defendant Robert B. Hutchings as general manager of the company in May 1945; that “as part of the terms of employment, the defendant was to receive a bonus of ten per cent of the net profits of the business” to be paid about June 30 at the сlose of each fiscal year; that this relation continued until 1953 when'the contract was terminated; that due to the fraud of defendant and to inaccuracies and misrepresentations in the records kept by defendant, he represented the profits for the fiscal year of July 1, 1951, to June 30, 1952, at $177,-939.62, when in truth the profit
Defendant moved the Court to transfer the cause to the law side of the docket for the reason that “the relief prayed for in said petition is not equitable in nature * * *” and “that the plaintiff’s action, as set out in its petition, is an ordinary action and is only triable at law.” Upon hearing arguments of counsel on the motion, the court deferred its decision and required defendant to answer, but preserved to dеfendant the right to renew in the answer his motion to transfer to law. Defendant complied and, except for admitting his past employment by plaintiff-company, denied the allegations of plaintiff’s petition. He did not set up any affirmative matters involving mutual accounts. On September 8, 1955, the trial court overruled defendant’s motion to transfer, and on October 10, 1955, defendant under R. C. P. 332 obtained leave to appеal from that ruling in advance of final judgment.
The foregoing is a sufficient statement of the issues to indicate the grounds upon which defendant-appellant seeks to have the trial of this cause transferred to law. The issue as disclosed by the petition, answer and the contention of the parties is (1) whether the accounts involve such a complicated matter as to require equitable consideratiоn, and (2) whether the fiduciary relation of the parties amounts to a joint venture requiring equitable jurisdiction to settle the disputed account.
I. It is not in every matter of account cognizable at law that the equitable jurisdiction will be exercised. The general rule is that a proper case is presented only when the remedies at law are inadequate. The facts of each particular case, of course, must govern, and only where doubt exists as to whether adequate relief could be obtained at law should equity entertain jurisdiction in accounting matters such as we
Cases, however, in which the remedy is a mere recovery of money where the primary right of the plaintiff is purely legal, arising either from the nonperformance of a contract or from a tort, and where the money sought to be recovered is a debt or damages full and certain, remedies are usually provided by actions at law, and equity has no jurisdictiоn. Hanan v. Messenger, supra. This is especially true where the right of action is not dependent upon or connected with any equitable feature or incident such as fraud, mistake, trust accounting, or contribution and the like. See Pomeroy’s Equity Jurisprudence, Volume I, section 178, page 246. Even when the cause of action based upon a legal right does involve or is connected with some incident of the kind оver which the concurrent jurisdiction ordinarily extends, such as fraud, accounting, etc., still, if the legal remedy by action and pecuniary judgment for debt or damages would be complete, sufficient and certain so as to do full justice to the litigants in a particular case, the concurrent jurisdiction of equity does not extend to such case. Boyce v. Allen,
In the case at bar the plaintiff claims that defendant has in his hands sums of money definitely stated as to amounts which belong to plaintiff. In each count a sum certain is demanded and its manner of determination set forth therein.
II. Plaintiff contends, however, that because of the complexity of the accounts necessary to determine the Berry Seed Company’s profits each year, equity should retain jurisdiction of the action, and cites as authority the case of McAnulty v. Peisen, supra,
“Undoubtedly, the number of items on the books and the transactions covered by the period of said business will be cumbersome and difficult to presentto a jury; and yet, so far as the pleadings disclose, the accounts are not complicated or intricate, but vast in point of numbers.”
In thе matter before us we are convinced that it does not affirmatively appear that a court of law will experience extreme difficulty in examining and considering the company accounts involved, which is the true test when deciding an application to transfer made upon the basis of complication alone.
To determine what degree of complication is required beforе a court of equity will entertain jurisdiction for that reason, independent ■ of other circumstances, the general rule frequently stated by the courts is that the account should be so complicated that a court of law would be incompetent to examine it with the necessary accuracy. Clearly such circumstances do not appear here. Plaintiff has all the accounts in its possessiоn and appears to have carefully audited them. It has found the source of the alleged errors. It has definitely established the amounts due it as disclosed by the prayer in each count. It will not be difficult to produce this evidence in a court of law, and no compelling reason appears why a jury could not understand and decide these claims. True, the prayer for money judgment alone is not dеterminative of the nature of the action, McAnulty v. Peisen, supra, but here the claimed relief is further shown to have been determined by the books and accounts in plaintiff’s possession. Obviously they can be produced without the benefit of further discovery. Then too, the alleged joint-venture accounts between the plaintiff-company and Mr. Bean were certain and determined and cover only three seasons. They furnish no basis of serious complication.
The general rule is pretty well established that where the accounts are all on one side, circumstances of great complication or difficulty must appear which tend to deny adequate relief at law. Kilbourn v. Sunderland,
In Marks Hat Co. v. Slatnik, supra,
In overruling that motion the court said: “The law is well settled that, when the trial exacts the examination of complicated mutual accounts, the cause may properly be transferred to the equity side [citing cases]. But where the аccount is on one side only, or where there are no mutual demands, but merely payments pleaded by way of setoffs, the case is not cognizable in equity.”
See also McMartin v. Bingham,
We conclude in the case at bar the related items of account standing alone are not so complicated or involved that a court of law should be found incompetent to examine them with reasonable accuracy.
III. Plaintiff further contends the relation of the parties discloses a joint venture, and therefore equity should have exclusive jurisdiction over the proceedings for the account and settlement of their affairs. It is true that equitable jurisdiction is practically exclusive in proceedings for an account and settlement of usual partnership or joint-venture affairs, but we do not find in the relation created by the alleged contract or shown by the pleadings such a joint venture or partnership as this rule contemplates. Exclusive equitable jurisdiction is a necessary outgrowth of the jurisdiction over accounting and the remedies of dissolution,.injunction and receivership in such relations for a final and complete relief. It is not so in an employee-employer relationship. The disclosed relation here is more nearly in the category of the parties to a farm lease on share rent. In Iowa we
Plaintiff alleged only an employee-employer relation, and the petition disclosеs defendant was only an employee. Defendant was not to share in the losses. He was required to contribute nothing beyond the requirements of his job as manager, for which he was otherwise compensated. His bonus was a share in the profits only and no mutuality of accounts arose under such relation. None was alleged. We have repeatedly held that participation in the profits of a business alone does not constitute a partnership, and the same rule for the same reason must apply to the usual relation of joint ventures. Porter v. Curtis, Morris & Diver,
“It is very plain that the contract, as expressed in the writing, is not a contract of partnership. It is a hiring at a stated salary of twelve hundred dollars a year, and a share of the profits. Porter undertook to devote his time to the business of the defendants [emphasis supplied] as an engineer and draftsman, and attend the letting when it became necessary. It is well settled in this state that a mere participation in the profits of a business does not constitute a partnership as between the parties. There must be a sharing of the losses.”
In Richman v. Richman,
It is true that there are cases which hold that a community of interest in profits is sufficient to constitute a partnership, but this court is committed to the doctrine that there must also be a sharing of the losses. Winter v. Pipher
&
Co.,
We are satisfied then that the disclosed relationship must call for a sharing of losses as well as profits, to be entitled to equity consideration, whether that relationship be called a joint venture or a partnership. Certainly the joint interest must appear to extend beyond profits alone.
A joint venture has been defined as a cоmmon undertaking in which two or more combine their property, money, efforts, skill or knowledge, to carry out a single business for profit. It usually relates to a single transaction and the parties to a joint venture occupy a fiduciary relation between themselves. Such joint ventures as between themselves are governed by the same rules, at least of substantive law, that govern partners. Johanik v. Des Moines Drug Cо.,
We conclude, as we did in the Williams v. Herring case, supra, that the allegations here disclose a relation of employee-employer only and not that of joint adventurers. As pointed out, in many ways that case is controlling, for here also it cannot be said from the pleadings that the items could not be presented in a way that they could be reasonably and fairly understood and comprehended by a jury. It is often said the test is not whеther the cause can be more conveniently or satisfactorily determined by the court than by a jury, but the accounts must be mutual or there must be some other recognized ground for equitable cognizance shown to exist. We find none here. The record discloses no mutuality of accounts, no confusing, difficult, complicated-or intricate accounts, no need for discovery, but only an employee-employer relationship. Though the demand for money damages is not decisive of the proper type of action, yet here this demand, considered with the pleadings, confirms the feeling that no greater difficulty or uncertainty as to the amount alleged due plaintiff or of the manner of its determination, should be experienced in the action at law than would occur in the suit in equity.
IY. As to count six, there is no difficulty in determining the remedy at law adequate. The petition asks the return of personal property"or the value of the same. There were, no allegations that they were unique or unusual. It is not argued that their value could not be determined in the law action or that plaintiff’s remedy at law in an action of replevin as provided by chapter 643, Code of Iowa 1954, was not available to provide adequate relief.
Furthermore, defendant contends with some merit that he is entitled to have the issue of damages for deceit and misrepresentation decided by a jury if he so wishes, unless plaintiff’s remedies at law are shown to be inadequate.
We hold, therefore, that the motion to transfer should have been and must be sustained. The cause is remanded to the district court for further proceeding in accordance with this determination. — Reversed and remanded.