Morrill v. Spurr

9 N.E. 580, 143 Mass. 257, 1887 Mass. LEXIS 277

• Court: Massachusetts Supreme Judicial Court
• Decided: January 6, 1887
• Status: Published

Opinion

Morton, C. J.

There being no written articles of copartnership between the plaintiff and the defendant, the question whether the parties, by an oral agreement, formed a copartnership, was purely a question of fact. Upon this question we cannot revise the finding of the justice of the Superior Court, who tried the case without a jury, except so far as to inquire whether there is any evidence which justifies his finding.

The facts. and evidence reported to us tend very strongly to show that no partnership was ever formed. The plaintiff advanced money to the defendant, taking his notes therefor, upon the agreement, “ that if, after further examination, the plaintiff should conclude to become a partner in the business, he should have the right to do so and should be admitted as an equal partner with the defendant;” and that, in such case, the sums for which the notes were given should be considered as contributions to the capital of the firm. Ho partnership was formed by this agreement; it was, in its nature, an executory agreement that a partnership should be formed, and that the plaintiff should be admitted as a partner in the future when he signified that he desired to become a partner. It appeared in evidence, that, when the plaintiff signified to the defendant his choice to become a partner, the defendant refused to admit him or to recognize him as a partner, and has always since so refused. The court was clearly justified in finding that no partnership was ever formed, and therefore that the plaintiff was entitled to recover on his notes.

Judgment on the finding.