*1 1, 1980, Argued and submitted December 7, April trial reversed and remanded to court May petition rehearing denied STONE-FOX, INC., Appellant-Respondent, al, et VANDEHEY CO. DEVELOPMENT Respondents-Petitioners. 27140) (No. 39-004, CA SC 626 P2d *2 Huffman, Hillsboro, for A. the cause argued
Thomas Rich, M. Andrew With him on the briefs were petitioners. and Hillsboro. Zenger, and Huffman Portland, for Westwood, the cause argued James N. A. Ed- Richard With him on the briefs were respondent. Wiener, Miller, Nash, & Port- wards, Anderson, Yerke land. Lent, Linde, Denecke, Justice, Tongue,
Before Chief Justices. Campbell, Peterson TONGUE, J.
TONGUE, J.
This is a specific suit for of an performance money agreement to sell a tract of land. Plaintiff contends that Vernon Vandehey and Jack Leonard were partners purpose and sale of that development tract that, such, land and the act of Mr. Vandehey signing that agreement was binding upon Mr. Leonard even though he did not sign the agreement.
The trial court held for the defendants based upon (1) findings the evidence was insufficient to establish (2) a partnership; that an oral statement that he had authority to sell the property was insufficient to transfer the interest of Mr. Leonard in that to do so would violate the statute of and, event, frauds in any the earnest money agreement was not intended to abe final agreement.
Plaintiff
appealed to the Court of
con-
Appeals,
tending
the trial court was in
error
each of these
three findings. The Court of Appeals
reversed the trial
court, holding that
there was a joint venture
between
and Mr.
Leonard for development and sale of the
*3
tract,
and that
"once a
joint venture
established,
agency need not be proved to show that one
partner or venturer was authorized to act for
another.”
Or
App
We allowed defendants’ for petition review because of our concern whether one to a party joint venture has the power to convey real property held in a in tenancy common with another joint venturer and whether law govern intended to ventures this respect. THE FACTS
The property in in this case is a lot dispute parcel in Washington County Family known as Acres. Late in 1977 Mr. Vandehey obtained a bank loan to finance development the lots in Family Acres as homesites. In seeking loan he informed the bank that Mr. Leonard would have an interest in the and that Family Acres would be a joint venture them. between the two of The bank then required Mr. Leonard’s guarantee loan, although title to the property was then held in later, Vandehey. Vandehey
name of Mr. Six months Mr. L. Jack Vandehey Acres to Family deeded "Vernon as joint Leonard” tenants. 23, 1978, called Vandehey
On Mr. August Stone, to corporation, office of Mr. president plaintiff purchasing whether he was interested sub- inquire Mr. division. Mr. an interest and invited expressed Stone Vandehey to him the to the transac- day meet next discuss Mr. to of Mr. August Vandehey tion. On went the office possible property. Stone discuss a sale of what was said disagree exactly as to parties Stone, to Mr. during ensuing According discussion. said that he had a Vandehey "partner” Mr. Leonard, Mr. transaction Mr. and that when Stone named $15,000 lot for the tract Mr. Van- pay per then offered to making limited a sale dehey said that his $15,500 discuss” lot and that "he would have to per $15,000 lot "with his Mr. Leonard.” partner, offer of per Vandehey
Mr. testified further that Mr. Stone had discussed him and said that he morning called the next Leonard, to sell they agreed matter Mr. with Mr. $15,250 lot, and that per price at Stone then counter-offer. accepted Mr. then on behalf of defendant Vandehey signed (VDC) money Vandehey an earnest Development Company Inc., the Acres to Stone-Fox agreement Family for sale later, his undi Vandehey conveyed Mr. days Four plaintiff. VDC, a owned Family corporation vided interest Acres to either the Mr. did not by Vandehey.1 sign Leonard entirely those docu or its addendum and money agreement the name of a ments were not executed a written venture. There was neither and Mr. Vandehey or VDC either Mr. agreement between au relationship, nor a written governing Leonard their or VDC Mr. Leonard for thorization property. sell the *4 1 by president Vandehey, and sole percent who is its is 100 owned Mr. VDC attorney Vandehey’s is president There is or treasurer and director. no vice secretary. Vandehey acknowledged "in fact one that he and VDC were At trial and the same.” 14, 1978, an September acting
On attorney behalf of Mr. Leonard returned the earnest money to for the at Stone stated reason that the time the earnest money agreement VDC had no interest in the signed 20, 1978, an property.2 On defendants executed September money agreement earnest the sale of Acres to a Family third party. record does not reveal whether that sale consummated. 2, This filed lawsuit was on October 1978.
1. The relationship joint- between was that defendants partners. venturers or a as "an 68.110 defines associa tion or persons of two more as carry on co-owners A profit.” business for single for a transaction Hayes Killinger, 465, is a joint venture. 235 Or Hayes, P2d supra, In this "[t]he court held that essential in determining test the existence a partnership is whether the parties intended to establish such a rela * * * tion”; that agreement "in the absence of an may status be inferred parties from the conduct of the relation to themselves and to third parties,” "when faced with arise, intricate transactions court looks this mainly to the of a his right to share party profits, losses, liability to share right to exert control some over the business.”
Defendants acknowledge they pro shared in fits and losses that each shared right of control the Family contend, Acres project. They these factors also joint tenancy, tenancy describe or common, which alone is insufficient a partner establish are, therefore, ship; they or partners ventur ers, and that as co-tenants the act of one cannot bind the other. 68.120(2) true,
It is expressly provided that a tenancy tenancy common "does not itself establish a partnership, whether such co-owners do do not share any profits property.” made use money appeal agreement On do defendants not contend that supra, unenforceable for that reason. As stated at note admitted at trial that he and VDC were "in one and the fact same.”
784 has some However, a or in common joint tenancy tenancy as sharing a such of the characteristics of partnership, (ORS 105.820, ORS in and liabilities profits equally 105.080), having prop and a control right equal (Bolton 330, 360 (1961); Or P2d 540 erty. Schimming, v. 226 (1928)). Peters, The existence Shea v. 126 Or P not, however, tenancy does joint tenancy of a or in common existing, joint a from as preclude or venture partnership defendants seem to contend. more than co- clearly
In this case defendants were in They of land. a business engaged owners were ven of a That business development for the subdivisioh. curbs, of roads and grading construction of ture required and water lines. gas, installation of sewer electricity, manner, a to such development extensive of and to share in joint the intent to exert control gether with losses, is a partnership or sufficient to establish profits Crane, Law Part A. J. joint Bromberg or venture. addition, In told Mr. nership joint in a engaged that he and Mr. Leonard wére banker was correct opinion, In our of Appeals venture. Court was more relationship that between defendants holding common, but was joint tenancy tenancy than one joint either a venture. partnership relationship It appear would further that a part- than that of a venture rather joint defendants was Killinger, As at 470: Hayes supra, stated nership. a adven- principal "The difference between ordinarily a ture and a is that particu- aof general for the transaction of business formed to a usually limited adventure is lar kind while single transaction.” at 470. Hayes, supra, transac- in some Although engaged defendants similar selling of real involving development tions before they had there is no substantial evidence property, carrying general purpose formed defendants Instead, it an enterprise. appears such this, occasions, in enter- joined on isolated together development a more limited nature for prises of of tracts of land. sale held,
Having reasons, for these the relation- between Mr. ship Vandehey and Mr. Leonard for the pur- pose developing this tract of land that of a joint venture, rather than a must next we consider partnership, whether the act of Mr. Vandehey into an entering money agreement for the sale that real property binding upon joint venture, including Leonard as a member of joint venture, without written authority from Mr. Leonard.
2. did not have to bind the joint
venture under this case. facts of
Partners are agents of the partnership, acts of a partner within the scope busi ness are ordinarily binding upon partnership, with 68.210(1). some exceptions. ORS It is contended by defen dants, however, that a distinction exists between a joint venture and a involving cases the authority of a member of a joint venture to sell the real property subject which is the venture, of the joint and that in such cases the rules of agency governing should partnerships apply joint ventures.
This court has consistently held that partnership joint law controls See, ventures. e.g., First Mtg. Western v. Gearhart, Hotel 196, 203, 260 Or P2d (1971); 488 450 Wheatley Halvorson, Inc., v. Carl 228, 235, 213 Or 323 P2d 49 In recognizing this we principle, applied have (ORS various provisions of the Uniform Act Partnership 68) (ORS Chapter joint Gearhart, ventures. See supra, 68.530-.540, regarding dissolution of a partnership, applied to dissolution of a joint venture); Starr v. International Limited, (ORS Realty 396, 403, 271 Or P2d 533 165 68.340(1), making partners accountable as fiduciaries ap ventures). joint also to plies however,
We have not yet, had occasion to consider 68.210, application regarding agency au thority partners, to joint ventures. Applying statute joint ventures follow, would seem to from our cases in previous which we have held that partnership law governs joint ventures. it has been said that Although
786 this question,3 courts are divided on we
decisions
other
this question,
find that other courts
have addressed
which
this conclusion
years,
by holding
at least
recent
confirm
of each other and
joint
agents
venturers
are
is
joint
scope
act of a
venturer within the
the venture
See,
Wyom
Stone v. First
e.g.,
on
binding
joint
venture.
(9th
Bank,
1980); Ingals
Iron Works
ing
F2d 332
Cir
625
(D.C.N.Y. 1971);
Corp.,
Co. v. Fehlhaber
F
327
272
Supp
B,
v.
584,
(1970);
Muccilli Huffs
12 Ariz
Defendants contend that Oregon because the stat ute frauds an provides agent cannot transfer real property unless his authority is in writing,4 and because there was no writing Vandehey’s as evidence Mr. author to sell the ity it property, follows the earnest money him, agreement Leonard, but signed by signed by void. contends, however, Plaintiff there are specific provisions Uniform Oregon Law which Partnership empower and, therefore, venturer, a partner to bind joint venture in the sale of real without authority. written We must therefore examine these competing statutory provisions. Oregon Law, Uniform Partnership addition its provision agent the effect that a is the 41.580(6) provides: following agreement it, "In the cases the is void unless or some note or thereof, consideration, expressing writing
memorandum is in and sub- * * party charged by lawfully agent scribed to be his authorized *. "(6) agreement concerning agent An made an party sought charged agent writing.” to be unless the is in *8 business, to with some the as partnership partnership (ORS 68.210), a relat- specific provision includes exceptions (ORS real ing partnership property the of conveyance to 68.220(1) 68.220). that: provides ORS partnership property is the "Where title real name, convey by a any partner may property title to such * * name; partnership the conveyance executed in case, When, however, to the real as this title name, but is in the name partnership is not in the property venturers, or joint convey- of the partners one more of ORS subject provisions such are to the of ances of 68.210(1). 68.220(4) 68.220(4) as provides ORS and ORS follows: the of is in name one or
"Where the title a trust for the person or in third partners, more or all the conveyance by a in the partnership, partner executed a name, name, passes equit- the partnership or in his own partnership, provided the act one able interest of the authority provisions under the partner the within added) (1) (Emphasis of ORS subsection 68.210.” 68.220(4) no includes It is that ORS to be noted partner convey requirement Instead, it to require in writing. appears be of a acting only that be within partner 68.210(1) 68.210(1).5 pro ORS ORS partner provided vides as follows: for the
"Every partner agent partnership is an business, every partner, and the act of its purpose any in the name including the execution instrument, way usual carrying on apparently for is a member of which he the business of acting has in partnership, partner unless so binds particular thepartnership in the no to act fact matter, dealing he has knowl- person with whom is 68.220(4) conveyance requires be that the "executed ORS also * *” * conveyance his In this in the or in own name. case name Vandehey. Vandehey Development not As Co. and Vernon made in the name of however, Vandehey opinion, and VDC are one noted 1 and 2 of this at footnotes same, any that there is difference have not contended defendants 68.220(4) any does defendants raise contention that between the two. Nor do signed money agreement instead of apply because VDC 68.220(4) only applicable They is not because that ORS himself. contend 68.210(1) appear requirements that the not met. It would therefore of ORS are 68.220(4) conveyance requirements in the name of were met of ORS Vandehey Development Co. (Emphasis authority.” he has no such
edge of the fact that added) on to provide 68.210 goes
Subsection *9 of usual within the course that an of a partner act by partners. if authorized the other binding only is business which are not partners of Subsection lists certain acts by partners. the other binding expressly unless authorized to disting of ORS 68.210 provisions appear These the partnership uish acts which bind partner between of a a of a partner partner because his status as acts of it is binding authority after only express which are upon the of ORS given by provisions the other Under partners.6 68.210(1) apparently all acts a "for partner carrying of (i.e., in the way the usual the business of partnership” within the the usual course of which are "apparently” business) other bind the the partnership partnership this to be appear The effect of would partners. provision more, the serves com that status of a without partner, acts authority partnership respect to the with to plete bind business, within the apparent scope partnership the of authority, of necessity any express the either obviating oral, written the other For the same partners. or from reasons, a it would to follow that the act of appear partner in real when in the selling apparent scope property the binding upon partnership business is partnership consent, obtaining the other without their written partners frauds, the of notwithstanding of statute provisions 41.580(6), authority agent an to sell requiring to be it would writing. Conversely, appear in authority that partner except by express when a cannot act from reason of the of ORS partners provisions the other 68.220, a authority partner 68.210 and then any agent as that of other substantially same express in the that he must have authori sense to act, a undertakes ty partner with result when binding partner venturer’s acts to be Defendant contends that for venture, authority upon partner or to act venturer’s and, agency particular, must be under rales of Section 161 established Agency, provides: Restatement of which subjects principal general agent partially "A a disclosed or disclosed usually accompany principal liability done on his account which his for acts if, agent is authorized to conduct or are incidental transactions which reasonably party they principal, although the other are forbidden his to do so authority sell real in such a situation 41.580(6). must because of ORS writing be consistent an would to be analysis appear Such the courts two cases which reasoning only with the of the Uniform Part- appear provisions to have construed statutes Law and the of similar nership provisions Mihelis, P2d frauds. In Ellis v. 32 Cal Rptr (1963), Court reasoned that when Supreme the California the partnership acts within the usual course of partner other business needs no from the he is not and that in such an event written partners, of real The court went conveyance property. for a required hold, however, if is needed for express authority on to transaction, inas to enter into a real usual course of the the event the sale is not (the case), then the business situation and his must be in applicable statute of frauds is writing. *10 effect, it Pennsylvania
To the same was held Davis, A2d 444 Pa 282 Supreme Feingold Court (1971), of frauds that required that the statute of the partner- of a to sell real partner emphasized, Id. at 294. The court ship writing. must be however, in that case was that the transaction involved of the business of the clearly scope outside of the usual that a transaction was with the result partnership, on the without from binding partnership Id. at 293-94. partners. other case, Vandehey the facts of this Mr. Returning to course or acting apparent scope within clearly sell venture when he undertook to joint the business of the Indeed, of the purpose Family plaintiff. Acres to the agent is to do them and has no notice that he believes that the is authorized not so authorized.” Watrud, P2d As discussed in this See Croisant v. 248 Or partner controlling upon question opinion, of whether a or ORS 68.210 is partnership It or venture in his actions. should venturer has to bind the noted, however, analysis of the under ORS 68.210 and Section 161 be primary question is whether to be decided under both Restatement similar. scope were within the or venturer’s actions business, exception provide an to that rule when the other venture and both for question party was not authorized. had actual the act notice If, venture was to and sell that develop property.7 68.210(1), to paraphrase Mr. had (that) "in fact no authority to act for the (was) matter, particular and the with whom he person (had) (had) dealing of the fact knowledge that he no such then he authority,” could not title to that convey in the absence of express authority to do so.
According himself, to the testimony Mr. Stone the president of plaintiff in his initial corporation, conver- sation with Mr. Vandehey, Mr. Stone made an offer to purchase $15,000 the property at a price per lot and was (Mr. told by Mr. Vandehey that he Vandehey) did not have authority to enter into $15,500 a sale for less than lot per and that "he would have to discuss” that offer "with his partner, Mr. Leonard.” Mr. Stone also testified that (Mr. Stone) (IVfr. next day told him that he Vandehey) had discussed the matter with Mr. Leonard and they agreed to sell $15,250 lot, per and that Mr. Stone then accepted counter-offer. facts,
These based upon testimony offered by the plaintiff, it make clear that on the first day of the conversa- tions between Mr. Stone and Mr. Vandehey, Stone was informed of the fact that Mr. Vandehey’s sell authority to the property was limited to a sale at a price not less than $15,500 per words, lot. In other Mr. Stone then "had knowl- edge the fact” that Mr. Vandehey did not have authority as an agent venture, of the joint acting within the apparent or usual scope course of the business under 68.210(1), initial provisions of ORS to sell real property being it for developed by the best price that he could negotiate. Instead, Mr. Stone then "had knowledge 7Normally the sale of all assets is outside the usual course of *11 (1968). Crane, However, Partnership business. See Law of it is within the partners property usual course of business for to sell real that is held purpose Mihelis, 7, 14 Rptr (1963); Crane, of sale. See Ellis v. 32 Cal 384 P2d supra 288; Rowley, Partnership at Acres, property question, Family In this purpose case the was held for the conveyance property of sale and thus of such was within the usual course of Indeed, property necessary success, business. sale of the was for the venture’s by profit Therefore, since it was though sale of the that was to be made. even Family venture, sale of Acres meant eventual termination of the contemplated beginning necessary such termination was from the as a usual and part of the business. Mr. was authority Vandehey expressly the fact” that of $15,500 lot. price per limited to a sale at a not less than follows, final again provision It to paraphrase 68.210(1), "had no Vandehey of that Mr. in fact ORS venture) (joint in the particular to act for the authority (i.e., at of of the proposed price matter” sale (Mr. Stone) $15,000 Stone), lot as offered Mr. per by (Mr. no "had fact he had knowledge Vandehey) that follows, in our authority.” upon appli- It also opinion, 68.220, that 68.210 and provisions cation of ORS limitation authority of that Mr. Van- upon because that because the title to dehey to sell property, name, no Vandehey held Mr. had property was then his next to enter into an contract authority money $15,250 lot day price per for the sale of the at so from Leonard to do authority unless he had Mr. express that agent as an unless 41.580(6) for authority writing, required by agents selling property. this conclusion the con- escape by
Plaintiff would 68.210(1) has by tention "exception” provided no in this case because: application Stone Mr.
"The trial court believed Mr. and disbelieved finding was that Mr. Vandehey point. on The court’s authority had he did have to sell Vandehey told Mr. Stone Acres, but that statements were insufficient Family Vandehey’s the transaction. Mr. state- bind Mr. Leonard to (that property), he to sell real which had ments made, statutory final crossed the found had been court partners convey and to necessary to bind both hurdle plaintiff.” Family Acres from defendants us, the trial court’s It seems clear Mr. Stone that testimony Mr. finding, upon based did to sell he have told Mr. Stone that Vandehey Acres, by Mr. testimony have referred to the Family must second, Vandehey Mr. in his conversation with Stone that he told Mr. day when second (Mr. Family Acres at a to sell VandehejO he noted, however, Mr. $15,250 As lot. per previously price with previous in his conversation testified that Stone also day he was told previous on the *12 at a price to sell no that he had Vandehey $15,500 lot. per than less lot or at a $15,000 price per stated, the opinion we are of previously For reasons to as the refers what plaintiff that under these facts 68.210(1) satisfied was not by ORS "exception” provided au- express did not have and that because money he into the writing when entered thority not Acres, agreement Family to sell agreement Leonard, upon venture binding upon joint follows, opin- in our It joint other member of the venture. that Mr. holding ion, erred Appeals the Court of he when joint to bind the venture we need For that reason agreement. entered into money the earnest remaining issue whether address terms, contract. its was an enforceable agreement, by is reversed Appeals The decision the Court instruc- the trial cotut with and this case is remanded to May dated 1979. original tions to reinstate its decree Reversed and remanded.
PETERSON, J., concurring. entirely
I in this case. I am not concur the result there- and majority analysis, convinced with the fore some concerns. wish
I
drafted in 1914
The Uniform
Act was
Partnership
on Uniform State
by the Conference of Commissioners
1939, ch
It
in 1939. Or Laws
adopted
Oregon
Laws. was
regarding
provisions
550. It
considered
carefully
contains
68.120(2)
property.
and transfer of
ownership
states,
joint ownership
clearly,
and
specifically
"*
**
a partnership,
does not of itself establish
made
any
not share
profits
such coowners do or do
whether
Something
more than
own-
joint
the use of
property.”
into
comes
partnership
must exist before
therefore
ership
something more
finds such
The majority opinion
existence.
"* * *
relationship
exist,
and concludes that
a part-
than
venture rather
joint
was that of a
defendants
that because
say
It
more correct
would be
nership.”
(a
for a
partnership
is a
species
Killinger,
Hayes
venture,
transaction
is a
single
(1963)),
465, 470,
law
n concerning ownership The provisions 68.220, which of real are found transfer (2) (1) conveyances Parts concern has five sections. Part is in the name. where title to real property title "is in the name of concerns the situation where the *13 the record does or not all the and partners, one more but (5) states that Part right partnership.” disclose the the is in the names of all the title to real property "[w]here partners passes a executed all the conveyance by partners all their of such rights property.” discussing
To for a moment before further digress design to me that the of the Uniform appears ORS 68.220 it Act, 68.220, make it was to Partnership specifically records,,to follow examining public possible, by appropriate in order to determine the chain of title of real an reflects marketable title exists.1 ORS 68.220 whether conveyances part governing effort to set forth rules all is in the name of the record title nership whether property, (2)) (ORS 68.220(1) in or the name the partnership (5)). (ORS (4), 68.220(3), all the partners one or more or (2) (3) (1), inapplicable, are Clearly, subparts There- title was in the name of all the partners. for record (5) (4) (5) fore, or Subsection does may apply. subsections not executed since the conveyance not apply, (4), which the subpart the That leaves by partners.” "all It provides: cites as the section. majority applicable "(4) name of title to real is in the Where the person in trust partners, all the or in a third one or more or by conveyance partner executed a partnership, for the name, name, the passes in his own the act is partnership, provided equitable interest of provi- under one within (1) of subsection of ORS 68.210.” sions records, might be the assumed one such record 1 In addition to deed required filings. chapter partnership is name Under ORS business name Corporation which register with the Commissioner an assumed business business, intending person conducting or true name of each lists "the real and ** 648.010(2)(b). having interest therein an convey- apply does not because Subsection partner- partner in the executed either "a ance was not conveyance ship "in his name.” The name” or own "Vandehey Development short, In Co.” the name any conveyance within section here involved does not come I reverse. 68.220, and for that alone would reason of ORS concerned, market- to real whether title Where examination title exists should be determinable able an public records. majority the defen- In state that footnote "* * * 68.220(4) does made no contention that ORS dants not money agree- signed apply the earnest because VDC defendants, instead of himself.” ment argued: brief, their
"* * * 68.210(1)] least two This raises at [ORS section First, did Van- with to this transaction. questions respect name for dehey execute an instrument way in the usual purpose apparently carrying on Second, did have knowl- partnership. business of the Stone fact, act edge Vandehey, no behalf of Leonard. negative.
"The answers to are all in questions those partner- first in a place, In the no instrument was executed money documents ship contrary, name. On the the earnest Co., and *14 Vandehey Development in the name of were with anywhere Leonard’s name does on them appear not the Addendum. exception penciled entry the * * * arguably at least It seems to me that the issue was raised.
m (1) (4) through are lim 68.220 Subsections of ORS "* * * by provided the act is one to this ited within words effect: [ORS authority partner under the the of 68.210(1)].”2 holding majority brings This the me to authority Vandehey’s was The because Stone was on notice that 41.580(6)) (ORS applies. limited, the statute of frauds majority reason as follows: in whch title to is not it the situation Subsection so limited because covers partners execute the property partners the
real is in the names of all and all Thus, conveying authority question would arise. title. no of document *
"* * the act of appear [I]t to follow that a would selling property apparent scope real in the partner when binding partner- the upon the is of business obtaining the their writ- ship partners other without consent, the statute notwithstanding provisions ten the of frauds, 41.580(6), authority of the an requiring of ORS Conversely, to sell it agent property writing. to be appear except by act partner would express authority that when a cannot by the reason of the partners
from other 68.220, authority of 68.210 then the of provisions ORS that of any a the same as substantially that he agent in the sense must other act, express authority to the that when a have partner with result property undertakes to sell real in such situation authority writing of ORS his to do so must be in because 41.580(6).
* * * * facts, testimony "These based offered the upon day first of the conver- make it clear that on the plaintiff, Vandehey, Mr. sations between Mr. Stone and Mr. Stone authority to Vandehey’s informed of the fact that Mr. was price to a sale at a less sell was limited $15,500 words, then 'had than knowledge lot. In other Mr. Stone per Vandehey
of did not have the fact’ that Mr. venture, acting authority agent of within an of scope of business apparent or usual or course 68.210(1), provisions venture under initial it for the property being developed by sell the real best to price Instead, then 'had negotiate. that he Mr. Stone could Vandehey Mr. knowledge of the fact’ that price not less than expressly limited to a sale at $15,500 per lot.” follows, provision of again
"It the final paraphrase 68.210(1), 'had in fact no author^ that Mr. venture) particular matter’ ity (joint to act for the $15,000 (i.e., price at a proposed sale of the Stone) (Mr. Stone), and Trad lot as Mr. per offered (Mr. Vandehey) had no such knowledge of the fact he follows, application authority.’ opinion-,upon It also in our 68.220, because of provisions of ORS 68.210 and Vandehey to sell upon that limitation to that and because the title property, name, had no held his then for the day into next money enter an earnest contract *15 $15,250 unless he lot price per at a sale of do so as an Leonard to express authority from Mr. author- express that and unless agent of the 41.580(6) agents by writing, required as ity was in selling property.”
binds the partnership 68.210(1) "* * * provides unless that [1] the act partner of the partner so acting in the for the authority in fact no to act has particular matter, and [2] the person with whom he is he has no fact that has of the dealing knowledge lim- unquestionably Vandehey’s authority authority.” $15,000; that is not but he sell at only in that could but ited the partnership.” to act for authority he had "no that say Vandehey’s stated as to knowledge see Stone’s why I fail to lot, day, puts on one $15,000 per to sell for authority lack of 68.210(1)' lacked on notice under ORS Stone $15,250, next. to sell for on the authority have may majority opinion holding any case, may apply beyond far this significance buyer a would-be tells partner sales transaction which IAs seller, price.” at that "I have no to deal authority is made by statement majority, once such a understand something absent peril, the other deals at party a partner, the partner than the expression partner more (Mr. Thus, Buyer) if a authority. party now has such Seller) (Mr. that he says Seller with a dealing partner $x $5+ on less than no to sell at a authority price has the deal can be Monday, Tuesday says but calls on order or $x, if a purchase made at even Seller confirms with document, "partner,” Seller signed by other sales Monday, on Buyer, is not bound because then limited. authority was that his told with dealing before majority opinion, Buyer, Under to obtain would need at the new Tuesday price, Seller on Seller’s expression other verification some (such bar, being at verification, in the case Frauds). with the Statute writing complying short, knowledge In I do that Stone’s not believe first neces- day limitation of on Vandehey’s on thereupon Stone was the conclusion that sarily compels act for had "no notice matter,” price, a different at particular the next. *16 However, in view of the fact that the conveyance 68.220(4) (see did not meet the requirements of ORS Part II, above), I concur in the result.
Denecke, J., joins C. in this concurring opinion.