39 Ala. 172 | Ala. | 1863
The question in this case is altogether one of fact, depending upon evidence which it would
The argument, that the payment by the complainant of his share of the capital stock was a condition precedent to his becoming a partner, is not sustained by the evidence. It is inconsistent with the frequent admissions of the defendants, made long after the complainant became connected with the business, that the latter was a member of the firm. It is, in an especial manner, contradicted by the testimony of Mr. Haralson, and by the written articles prepared by him, which, though never signed, were yet, as he states, drawn at the instance of, and in strict accordance with directions received from all of the parties. These articles distinctly show that the operations of the parties “ as partners” began in 1855; and while the complainant was undoubtedly to be liable for an equal share of the capital stock, the testimony of this witness, as well as other evidence in the case, precludes the idea, that complainant’s payment of the same was considered as a condition precedent to the vesting of his partnership rights.
Nor do we think that the parties designed that the existence of the partnership was to depend upon the execution of written articles of partnership. On the contrary, he partnership is shown to have existed for nearly, if not quite two years, before any effort was made to reduce its terms to writing; and long after the attempt to do so had been made, and had proved unsuccessful, we find the defendants distinctly admitting the continuance of the partnership. The circumstances convince us that the parties desired to have a written agreement, not as a means of establishing a partnership which had not existed before, but as furnishing a convenient memorial of the terms of a partnership already formed and in operation. After
The appellants have not brought to our attention any error of which they can complain ; and the decree must, therefore, be affirmed.