Gorman v. Davis & Gregory Co.

118 N.C. 370

• Court: Supreme Court of North Carolina
• Decided: February 15, 1896
• Status: Published

Opinion

Clark, J.:

The defendants never entered into any partnership with Davis & Gregory, nor intended to, but merely subscribed to the capital stock of a proposed corporation. When the incorporation plan failed, the defendants, one after the other, demanded and received back the money they had paid towards the stock of the proposed corporation. If this made the defendants liable as quasi partners with Davis & Gregory, (which it is unnecessary to consider,) still the defendants all drew out before the debts due the plaintiffs were contracted by Davis & Gregory, (Hester turning his amount into a loan) and no possible liability could attach to the defendants for such debts. This is not the case where persons ludd themselves out as partners, in which event they are liable till notice of then-withdrawal is given, upon the ground that they are taken to have induced people to deal with the firm upon the faith of their responsibility. But this — taking the facts in the strongest possible view for the plaintiffs — is the case of dormant partners (if partners.at all) who draw out before the liability is incurred by the firm upon which action is brought. In such case no notice need be given of the withdrawal, and no liability attaches to those withdrawing. These defendants never held themselves out as partners of Davis & Gregory, and are not shown to have authorized any agent of that firm to represent them as such. These principles are so plain and applicable that it is unnecessary to consider in detail the multitudinous exceptions of the plaintiffs. We are satisfied that substantial justice has been administered. When the action was brought the plaintiffs must have expected to prove an entirely different state of facts from that developed by the evidence. Upon the special verdict, judgment was properly rendered in favor of the defendants.

Affirmed.