68 Mo. 310 | Mo. | 1878
Plaintiff brought suit in 1875 against defendant for dissolution of the partnership existing between them, under the name and style of Bachmann & Co., formed in 1866, and also for an account to be had and taken.
A referee being appointed, took an account and made report, which was approved, except in one particular, which was the allowance rendered of compensation to the defendant for services to the firm of which he was a member, there being no articles of co-partnership, and no written or express agreement for the allowance of such compensation, and as is agreed, the correctness of this ruling is the only point to be determined.
The chief purpose of the partnership was the growth of grapes and the manufacture of wine. There was nothing definite agreed upon at the time of the formation of the partnership, only that a certain out-lot containing some forty acres, was. to be purchased for partnership purposes by. Cramer, and a deed to the undivided half thereof was to be made by him to Bachmann. The amount thus paid Cramer for Bachmann’s share of the lot was refunded to him out of the profits realized.
It is quite evident, from the testimony, that Bachmann was looked to and relied on to accomplish the object which induced the formation of the partnership. Under his skilled labor and superintendence a dwelling house, wine cellar, stable and outhouses have be'en built, and a large portion of “ a rough bare ridge, full of stumps,” has been transformed into a fruitful vineyard, and an extensive and various orchard. Bachmann continued to labor on the place until 1870, adding to its value every year by labor and capital, when becoming disgusted with the failure of
There can be no dispute as to the general-prevalence of the rule invoked by plaintiff, that a partner- is not entitled to remuneration for his services rendered the firm, unless rendered under an express agreement for recompense. Story on Part., § 182, and cases cited; Parsons on Con., § 203, and cases cited; Barnett v. Russell, 34 Mo. 524.
But this rule, though of general, is not of universal application. Like all general rules, it has its exceptions, exceptions as much founded in wisdom as the rule which the exceptions thereto prove. Thus, a partner is entitled to reward for his services, if it can be clearly implied from the course of dealing which the partnership adopts, or other circumstances of equivalent force. Parson on Con., supra; Bradford v. Kimberly, 3 Johns. Ch. 431; Marsh’s Appeal, 69 Pa. St. 30. We regard rhe present instance as affording illustration of justifiable departure from the general rule. The proffered agreement of Cramer to Bachmann, though unsigned by the latter, gives, as before stated, evident indication of the fact that Cramer recognized the value of Bachmann’s services, past as well as
The controlling question in cases of this sort, is one of intention, and the intention in the case at bar, and the reason for forming it, are made more conspicuously manifest when it is remembered that the time of Cramer was almost exclusively occupied in an independent business of his own; that he was totally unfamiliar with the grape culture and the processes of wine making, while Bachmann was thoroughly familiar with all such matters in. their numerous details. And we regard it as not at all improper to consider the circumstances by which the parties were surrounded, and their relative situations towards each other in the endeavor to ascertain whether compensation should be equitably implied for the services performed and to be performed by Bachmann. If this position be correct, and we think it well established by the authorities just cited,
Ordering the court below to open the evidence now before us iu this record, adjust the rights of the respective parties in an equitable manner and conformable to this opinion, we reverse the judgment and remand the cause.
Reversed.