Southern Cotton Oil Co. v. Brownlee

26 Ga. App. 782 | Ga. Ct. App. | 1921

Hill, J.

(After stating the foregoing facts.) The evidence in the case was hardly sufficient to demand a verdict for the plaintiff, but it was sufficient to raise the inference that, as to the cottonseed business for that year, there was a partnership between the two defendants. The first letter written by W. C. Mason, one of the defendants, in reply to a letter of the plaintiff, asking that it be favored again with shipments by him for the ensuing year, expressly stated that “ Mr. W. V. Brownlee is interested with me at Adams Park this year, but we will use the same contract as last year.” In reply to this letter the plaintiff wrote, “ I note your statement that Mr. W. V. Brownlee is interested with you,” and asked how Mason wished the contract to be made, and said, “We shall, of course, keep in touch with Mr. Brownlee and render him all the assistance possible.” In reply to this letter Mason returned the contract with the plaintiff, signed only by himself, and made no reference to Brownlee or any relationship with him for the ensuing cotton season, and soon thereafter wrote a letter asking the plaintiff to send W. V. Brownlee “ $50.00 to start off the seed business.” The plaintiff’s contention, under this evidence, was that as to the cottonseed business at Ettrick for that year Mason and Brownlee were partners; not only that they were partners in the sense of § 3158 of the Civil Code, but that the declarations of both represented themselves as being interested in the seed business together for that year, and that these declarations and representations estopped them from denying the fact as against creditors dealing with them on the strength of such representations. “ If a person holds himself out, or permits himself to be held out, to the world as a partner in a business, he will be bound to one who contracts with the purported partnership, on the faith of such representations, whether in fact he has any interest therein or not.” American Cotton College v. Atlanta Newspaper Union, 138 Ga. 147(4) (74 S. E. 1084). “ Though one may not actually be the partner of another person, he may, nevertheless, becbme liable as such a partner if he represent to persons dealing with himself and such other person that they are partners, and upon the faith of such representation a credit is extended to the supposed partnership of which he represents himself to be a member.” Carlton v. Grissom, 98 Ga. 118 (2) (26 S. E. 77). And in Stewart v. Brown, 102 Ga. 836 (30 S. E. 264), it is held: “It is unquestionably true that where one represents himself to be a member of a partnership, and credit is extended upon the faith of his statement, he will be estopped from thereafter asserting, as against the person to whom he made such statement, that as a matter of fact he was not a member of the firm to which he thus procured credit to be extended, and that accordingly he is not individually liable for its debts.”

These principles of law are well settled and are founded on commercial honesty and fair dealing, and as the plaintiff contended that it transacted the business with both defendants on the faith that they were partners in the cottonseed business, on the theory of estoppel by their declarations in connection with that business, and as this was the controlling, and really the only, issue in the case, we think the learned Judge should have presented to the Jury the law applicable to that issue, and not confined his charge on the subject of partnership to § 3158, supra.

It is true that where the trial Judge gives instructions in general terms on broad and controlling principles applicable to the evidence, such instructions will be sufficient in the absence of a request for a more specific instruction, and that if the issues are covered by the general charge, specific instructions should be requested, if desired; but where the evidence raises only one issue, the law pertinent to that issue should be given in the charge to the jury, without a request; and especially is this true where the general charge is calculated to mislead or confuse the jury in the application of the law in the particular case to the special controlling issue made by the evidence. From an early date the Supreme Court has uniformly held that the law of the case must be given to the jury, to the extent of covering the substantial issues made by the evidence, whether such instructions are requested or not, and whether attention is called to the matter or not; otherwise, the verdict will be set aside. Central Railroad v. Harris, 76 Ga. 501, 511. Especially is this true in the present case, where the one issue relied upon by the plaintiff authorized the inference of partnership by equitable estoppel and this issue was not covered by the charge given by the court.

Judgment reversed.

Jenhins, P. J., and Stephens, J., concur.