81 Iowa 421 | Iowa | 1890
“Sioux City, Iowa, February 26, 1887.”
“ This is to certify that I, H. H. Wilder, have this day secured the lots, one to eight, block 24, central 'Sioux City, on Fourth street, from Col. Orr, for myself and Greo. W. Heard, at eight hundred dollars per lot; one-half cash, balance on one, two and three years, at eight-per-cent, interest.
“H. H. Wilder.”
Defendant accompanied the plaintiff to the office of Clark Bros., real-estate agents, and was present when plaintiff left with the agents a list of said lots for sale, the list being signed, by C. W. Heard and H. H. Wilder.
The parties agreed that a contract was made between them with respect to these lots, but differed as to when it was made, and what it was. Plaintiff alleges that the agreement was prior to the purchase from Col. Orr and with a view to that purchase; that it was agreed that they would purchase the lots for speculation upon their joint credit, and for their mutual use and benefit, the title to be taken to them jointly, and to sell the property as soon as mutually agreed upon, they sharing equally in the profits or losses. Defendant contends that the agreement was made after he had purchased the lots on his own credit and account, and that it was agreed that if the plaintiff would put up half of the money, and make a sale, he was to have half the profits.
The preponderance of the evidence is in favor of the conclusion that the parties entered into their agreement prior to the purchase from Col. Orr, and that they agreed as claimed by plaintiff. They agree that the
II. We next consider whether the agreement was such as to constitute a partnership, appellant’s
But few subjects are more frequently before the courts than the inquiry as to what is a partnership, and whether given states of fact constitute a partnership. Extended citations of authorities are unnecessary. We accept Chase v. Barrett, 4 Paige, 160, cited by appellant, as a correct statement of law. It is therein stated “that to constitute a partnership as between the parties there must be a joint ownership of partnership funds according to the intention of the parties, and an agreement, either expressed or implied, to participate in the profits or losses of the business, either ratably or in some other proportion to be fixed upon by the copart-ners.” Our inquiry being as to whether the agreement created a partnership as between the parties, we need not notice the distinctions that arise where the inquiry is as to third persons. According to the agreement as we find it to have been, the lots were to be purchased for the joint benefit of both, and, although plaintiff was unknown to Col. Orr in the contract, yet as between these parties plaintiff acquired an ownership in the lots. True, he never contributed any money towards the purchase, nor did the defendant except the five dollars, because contribution became unnecessary by reason of the successful resale of the lots. If the enterprise had resulted in loss, clearly the defendant could have held the plaintiff to share in the loss under the agreement as we find it to have been, and it follows that the enterprise having been successful the plaintiff is entitled to share in the profits. There was a joint ownership of the partnership property, and an agreement to share equally in the profits or losses. The case is readily distinguishable from Iliff v. Brazil, 27 Iowa, 131, and Ruddick v. Otis, 33 Iowa, 402, cited by plaintiff. In the'former case the threshing-machine purchased in common was not bought or used for partnership purposes, and in the latter case Otis & Snow were not to
Our conclusion is that the decree of the district court should be aketrmed.