144 Mich. 274 | Mich. | 1906
This is a suit in equity for a partnership accounting. The business of the partnership was that of raising sugar beets in the county of Huron in the year 1902. Complainant, defendant Trowbridge, and defendant Gilchrist each was interested in this business. Complainant and Trowbridge were partners in said business, and the important question in the case is whether Gilchrist was also a partner. The trial court decided that he was not, and entered a decree in accordance with that decision. From that decree defendants Trowbridge and the Sanilac Sugar Refining Company (a creditor of the partnership) appeal.
They maintain that the trial court erred in deciding that Gilchrist was not a partner* The circumstance that the Sugar Refining Company stands in the relation of a creditor to the partnership is unimportant. For it is not claimed that the credit owned by that company was so expended as to make Gilchrist liable therefor unless he was in fact a partner. We have then to consider only this •question, viz.: Was Gilchrist actually a partner? .The ■only witnesses sworn in the case were defendant Trow-bridge and one Andrew Wilson. In determining the case we have to consider only their testimony and certain letters; some of which were written by Trowbridge and some by Gilchrist. This testimony clearly proves that Brotherton, Trowbridge, and Gilchrist entered into a joint •venture to raise sugar beets; that Trowbridge was to manage the enterprise and receive therefor the sum of $150 per month; that Brotherton was to contribute his counsel and advice; that Gilchrist was to advance capital to the amount of $10,000; that the enterprise was to be
The law governing this case is stated in the leading case of Beecher v. Bush, 45 Mich. 188, as follows:
“ Except when one allows the public or individual dealers to be deceived by the appearances of partnership when none exists, he is never to be charged as a partner unless by contract and with intent he has formed a relation in which the elements of partnership are to be found. And what are these ? At 'the very least the following: Community of interest in some lawful commerce or business, for the conduct of which the parties are mutually principals of and agents for each other, with general powers within the scope of the business, which powers, however, by agreement between the parties themselves, may be restricted at option, to the extent even of making one the sole agent of the others and of the business.”
See, also, Canton Bridge Co. v. City of Eaton Rapids, 107 Mich. 613; Dutcher v. Buck, 96 Mich. 160 (20 L. R. A. 776). Under this rule parties interested in a joint venture are not partners unless one of them has (to
Nor is this case within the principles of Butcher v. Buck, supra. The most that can be claimed for that case is that it decides that a partnership exists if there is “community of property, community of interest and community of profits.” That decision is not applicable if a single one of these elements is lacking. It does not apply if there is not community of property. See Canton Bridge Co. v. City of Eaton Rapids, supra. In the case at bar all the evidence in the record bearing on the question of community of property in the beet crop is this statement (in a letter written by defendant Trowbridge to his codefendant, the Sugar Refining Company) “the silent partner (meaning defendant Gilchrist) has no claim whatsoever upon the crop.” We are bound to say, therefore, that there was no community of propex’ty, and that the decision of Dutcher v. Buck, supra, is inapplicable.
In my judgment, the trial court correctly decided that