157 Mass. 113 | Mass. | 1892
This case was heard by a single justice, and comes here on the plaintiff’s appeal from his decree dismissing the bill with costs. The evidence, which was largely oral, is reported in full. The well settled rule in such cases is that the
The plaintiff and one Young were in company together in the cracker business. Young gave the plaintiff notice of his intention to dissolve the firm, and afterwards filed a bill for a dissolution and a settlement of the affairs of the firm and the appointment of a receiver. The plaintiff applied to one Kennedy to assist him in purchasing the business and good will of the firm, which he claimed was very valuable, and, relying upon a supposed arrangement with Kennedy, agreed to the entry of a decree dissolving the firm and appointing Young receiver, and providing a mode in which certain of the partnership assets, including the good will, should be sold. Afterwards, Kennedy withdrew from the arrangement. Before the agreement with Kennedy the plaintiff had endeavored to enlist other persons in the purchase. After Kennedy’s refusal to go on, he tried again, but without success. In the mean time a day had been fixed by the court for the sale of the partnership assets, including the good will. In this situation the plaintiff applied to the defendant Bartlett for help. He said he had no money, but he introduced the plaintiff to one Thompson, a capitalist. Several interviews took place between the plaintiff and Thompson and Bartlett. All three visited the place where the business had been carried on, and such examination into the affairs of the firm was made by Thompson and Bartlett as might naturally have been expected. Finally, Thompson proposed to the plaintiff to pay a certain sum for his interest in the business, and the plaintiff agreed to the terms named by Thompson. Those were reduced to writing; but when the written agreement was produced, it ran to Bartlett instead of to Thompson. The plaintiff does not appear to have objected to that, and it was signed by the plaintiff and Bartlett. The agreement fixed the price, $10,000, for the plaintiff’s interest in the business, and also contained provision for additional compensation to the plaintiff in case Bartlett should purchase the interest of Young, and a corporation should be formed to take the property. There was also embraced in it a stipulation that the plaintiff was to sell
Bartlett was bound to avoid fraud or misrepresentation, and to deal fairly and in good faith with the plaintiff. The concealment of his interview and negotiations with Kennedy constituted neither fraud nor lack of good faith or fair dealing; and, as already observed, there does not seem to have been any fraud or misrepresentation in the execution of the different instruments. Indeed, the plaintiff lays his main stress upon the breach by Bartlett of alleged fiduciary obligations.
This case would seem to have been one peculiarly adapted to friendly adjustment. By an unexpected turn, Bartlett has realized a large amount of money out of property which formerly belonged to the plaintiff, and in which Bartlett became interested only through a willingness to aid the plaintiff, who was a friend of many years’ standing. It is not surprising that the plaintiff should have felt, as there is testimony tending to show counsel for Bartlett has felt, that Bartlett was honorably under some obligation to him. We cannot, however, take such considerations into account, but must dispose of the case in accordance with the rules by which such cases are governed.
Decree affirmed.
The sale occurred on April 2. Previously thereto Bartlett, without the knowledge of Fletcher, had interviews with Kennedy, who expressed a desire to obtain the property. On March 31, after the signing of the agreement of