Holland v. Long & Brother , 57 Ga. 36 ( 1876 )

Bleckley, Judge.

1. The plea admitted in evidence was ambiguous as to the name of the company sued in the justice’s court; and that am-, biguity was for the jury to deal with, in the light of all the ■evidence: Code, sections 2754, 3801. One fact calculated to throw light on the matter was, that the time stated in the plea when Mr. Holland ceased to be a partner, was precisely the time indicated in his conversatiou with Mr. Pendleton as that when he withdrew from the “Atlanta Furniture Manufacturing Company.” According to Mr. Holland’s own testimony, the plea and the conversation with Pendleton related to the same partnership. He says, however, that lie thought he was referring to the “ Atlanta Furniture Manufactory.” The plea, on its face, does not give either of these names exactly ; and, perhaps, it will serve as well for the one as for the other. Besides, we do not think there is any clear evidence in the record that there ever was any partnership under the firm name of the “Atlanta Furniture Manufactory.” That seems to have been the name of an establishment, a place for the transaction of business, and we rather think the circumstances indicate that Willis and Holland were held out as proprietors, and that, sometimes at least, those who acted for them in that establishment used, in business, the firm name of the “Atlanta Furniture Manufacturing Company.” Whether this was an assumption of authority on the part of Willis or on the part of the employees of the establishment, is not clear. But suppose it was, and grant that Mr. Holland gave so little attention to the business that he did not know what was going on, yet if his copartner, or the agents of the partnership, adopted a name for the partnership, when it had no fixed name, and, in that name, conducted the operation of the-firm, why would not Mr. Holland be bound ? If he did not take the trouble to agree with his copartner upon a name, nor guard against a name being introduced without his concurrence, must those who gave credit to the concern lose their money? Of course, if Mr. Holland and Mr. Willis were not copartners at all, in the business conducted at the factory, there would be no power to bind him by any'name without his actual consent to being held out as a partner. But if the partnership existed, Mr. Holland’s intention that it should be carried on secretly, without his name appearing to the public, would not protect him, if Willis, or the employees of the partnership, held him out as a partner, and obtained credit for the concern on the faith of his connection with it. If he was in fact a partner, however limited his interest or temporary his object, he would be liable for the ordinary partnership debts contracted while he continued a partner, and until he protected himself by proper notice of dissolution.

2. And as to notice being necessary to tiiose with whom the firm had dealings while he was a member, there can be no doubt. The charge of the court, in view of the evidence on that subject, was correct.

3. Mr. Holland admitted that he had an interest with Willis in some of the operations of the Atlanta Furniture Manufactory, carried on prior to September 30th, 1873. Parts of his evidence tend to show that he did not consider his connection with Willis as amounting to a partnership in fact. Some of the evidence in the case showed that letter-heads were sent to the plaintiffs with his name and that of Willis upon them as proprietors of the Atlanta Furniture Manufactory. A letter written to the plaintiffs-on the page following such a heading, was signed “Atlanta Furniture Manufacturing Company.” Mr. Holland was thus held out as a partner, whether he was such, in fact, or not; and this was prior to the creation of the debts sued for. It was for the jury to say whether this holding out was with his knowledge or consent; and to •do this they could look to all the facts and circumstances in the evidence. Mr. Holland testified that he did not know of it or consent to it; but that was but a part of the evidence. There were various facts and circumstances which the jury might have thought indicated the contrary. To justify a charge on a given subject, it is not necessary there should be direct evidence going to that point; it is enough if there be something from which a legitimate process of reasoning can be carried on in respect to it. We thus arrive at the conclusion that there was no error in that part of the charge which announced the legal effect of holding out Mr. Holland as a partner, with his knowledge and consent, even if he was not a partner. There is no complaint against it except that it was unwarranted by the evidence — that is, based on an assumed state of facts. We might add, that even if this part of the charge was objectionable, a new trial ought still to be refused, because the evidence puts the case on higher ground than this part of the charge contemplates. The weight of the evidence is, that, at one time, Holland and Willis were in fact partners.

4. There was evidence enough, on the whole case, to uphold the finding of the jury. It was for them to weigh it, and we do not feel authorized to pronounce that they abused their functions.

Judgment affirmed.