30 Ga. App. 482 | Ga. Ct. App. | 1923
(After stating the foregoing facts.) While the partnership agreement provides for certain services to be rendered by the defendant to the partnership, for which he is to receive a specified-commission, and while it provides the terms and method for a possible dissolution, it expressly provides for the-purchase by the defendant of a specified interest in the partnership business, and that he shall share pro rata in the net profits of the enterprise, independently of the provision made for his personal services. The provision referred to is as follows: “ The parties of the first part hereby acknowledge receipt of five hundred dollars ($500) in cash and a note for five hundred dollars ($500) payable April 15, 1922, for which they hereby convey to the party of the second a one-tenth interest in the business operated by them and known as the Mercantile Sales Company, such interest entitling party of the second part to one tenth of the net earnings of said business.” Nothing is said Avith reference-to losses.
Following this Buckner case, it was held in the Brandon case, supra, that, “Where A, who had a contract to grade a portion of a railroad, made a contract with B, by the terms of which B was to ‘ put in ’ sixteen mules and harness against A’s six mules and his services, and to receive one-half of the net profits of the business for the use of his mules and harness, there was a partnership between them as to third persons, although they agreed that B was to have nothing to do with the work and was not to be responsible for any debts.” This rule was reiterated in Callaway v. Waxelbaum, supra, where, as already stated, the decisions in the Brandon case and the Buckner case were, upon review, adhered to. See also Walls v. Atlanta Newspaper Union, 141 Ga. 594 (3) (81 S. E. 866).
What the text-books speak of as the confusion and conflict in the decisions upon this question seems to grow out of the interpretation which the courts give to the particular agreement under consideration, with reference to whether the share of profits is intended to go as profits, so as to clothe the recipient with all the ■rights, powers, and responsibilities of a partner, or whether the proportion of profits is to be received merely by way of compensa
Judgment affirmed.