Julio v. Ingalls , 83 Mass. 41 ( 1861 )

Hoar, J.

We think the evidence reported by the auditor, to which no exception was taken, clearly establishes a partnership between the plaintiff and the defendants. If the original agreement, by itself, or in connection with the other written evidence, is sufficient to show a common interest in the net profits, and a joint property in the capital invested in the common enterprise, the contract must fall within the recognized definitions of a partnership. It would then contain the elements of a contribution both of capital and labor by the plaintiff, and. a contribution of 'apital by the defendants; a joint trading upon it; a right in the plaintiff to share in the profits, after deducting the losses; and not merely a lien upon the property invested for his share of the profits, but a joint ownership of the whole property, at every stage of the enterprise, involving necessarily a right to an account.

By the contract, it is left somewhat doubtful what is meant by the phrase “ one fifth interest in the voyage.” The terms of the plaintiff’s engagement are said-to be, “ Monthly wages fifty dollars, and one fifth interest in the voyage, he furnishing one thousand towards the one fifth.” But for the last clause, by which the plaintiff agrees to contribute to the capital employed, it might be supposed that a mere agreement as to the rate of compensation was intended. But this provision seems hardly consistent with such a supposition; and the ambiguity is effectually removed by the statement of the contract in the letter of instructions, that “your interest in the vessel and cargo is one fifth part.” The same agreement is shown by the second letter of instructions; except that there the interest in the vessels and cargoes is spoken of as a part of the plaintiff’s compensation. But the accounts kept and rendered to the plaintiff from time to time, without objection on his part, and his letter asserting his ownership in the property at the conclusion of the enterprise, are conclusive proof against him of the true construction of the agreement. And, from the whole taken together, it is evident that his interest in the voyage was not a mere measure of the rate of compensation for his services, bringing the case within the principle of the cases cited by the plaintiff’s counsel; but, on the contrary, that he was to invest his labor and capital in a joint enterprise with the defendants, with a common property in the result.

In this view, the fact that he was to receive a fixed pecuniary monthly compensation as wages, though an important fact in construing the agreement, cannot be regarded as decisive. It is not inconsistent with a contract of partnership, nor do we suppose it to be a very uncommon arrangement between partners, that one of them shall receive a fixed sum in addition to his share in the profits, on account of some special contribution of labor, skill, time, or capital, which he makes to the concern.

Judgment to stand for the defendcmts.