Fuller v. Miller , 105 Mass. 103 ( 1870 )

Gray, J.

This is an action brought against a partnership by a person employed in their shop, and who himself furnished no part of the capital used in the business, upon an agreement by which they stipulated that he should be paid a certain salary, and also “ one fourth of the net profits of the business of the firm.” The agreement provides that, in estimating the profits in which the plaintiff is to share, on the one hand no deduction shall be made for bad debts, and on the other, interest at a certain rate on the capital furnished by the defendants is to be “ deducted from the net profits ; ” but does not otherwise define how the net profits shall be ascertained. The words “ net profits ” in this agreement must therefore be interpreted according to their natural meaning in the light of the contemporaneous or previous transactions between or known to the parties. The only conduction of the agreement sued on, which is consistent with the articles of copartnership of the same date executed by the defendants in the presence of the plaintiff, and the terms of which were known to him, and with the rule by which such net profits had been agreed to be and had actually been ascertained and accounted for during the previous year, is that the salaries agreed by the present articles of copartnership to be paid to the defendants respectively, as well as the salary promised to the plaintiff, should be taken as part of the necessary expenses of the business, and deducted from the gross profits in order to ascertain the net profits in which the plaintiff is to share. As it is agreed that the plaintiff has received all that he is entitled to upon this construction, there must be Judgment for the defendants.