Tarburton v. Johnson

New Jersey Court of Chancery

Tarburton v. Johnson

161 A. 832, 111 N.J. Eq. 141, 1931 N.J. Ch. LEXIS 66

DecidedSeptember 14, 1931

StatusPublished

This text of 161 A. 832 (Tarburton v. Johnson) is published on Counsel Stack Legal Research, covering New Jersey Court of Chancery primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tarburton v. Johnson, 161 A. 832, 111 N.J. Eq. 141, 1931 N.J. Ch. LEXIS 66 (N.J. Ct. App. 1931).

Pincite

Opinion

I am convinced that the relief now sought by complainant cannot be awarded.

While the supplemental agreement of February 17th, 1922, contains a clause imposing on complainant a liability for one-third of possible losses of the business, it is clear that, as between the parties, in the absence of rights of creditors, their status must be controlled by the terms of the original agreement and its several supplements, read together. The original agreement specifically defines the status and rights of the respective parties in the business, and no modification of those provisions is to be found in any of the supplements. It is there specifically set forth that complainant's status is *Page 142 that of an employe and not that of a partner; the additional terms imposed upon complainant by the supplement of February 17th, 1922, whereby he is made to share the risk of loss, cannot, as between the parties, be held to overcome their specifically expressed intent. As between them their rights must be defined as specifically agreed upon; no rule of law forbids that in any engagement made in good faith and clearly understood by the parties. *Page 143

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I am convinced that the relief now sought by complainant cannot be awarded.

While the supplemental agreement of February 17th, 1922, contains a clause imposing on complainant a liability for one-third of possible losses of the business, it is clear that, as between the parties, in the absence of rights of creditors, their status must be controlled by the terms of the original agreement and its several supplements, read together. The original agreement specifically defines the status and rights of the respective parties in the business, and no modification of those provisions is to be found in any of the supplements. It is there specifically set forth that complainant's status is *Page 142 that of an employe and not that of a partner; the additional terms imposed upon complainant by the supplement of February 17th, 1922, whereby he is made to share the risk of loss, cannot, as between the parties, be held to overcome their specifically expressed intent. As between them their rights must be defined as specifically agreed upon; no rule of law forbids that in any engagement made in good faith and clearly understood by the parties. *Page 143

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Bluebook (online)

161 A. 832, 111 N.J. Eq. 141, 1931 N.J. Ch. LEXIS 66, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tarburton-v-johnson-njch-1931.