Fuller v. Pierce

Buford, J.

(after stating the facts). — It will be observed that the interest to be owned by each of the partners was fixed by paragraph five (5) of the partnership agreement.

The relationship of partners is of a most solemn fidueiary character. Indeed it may be stated that only the relationship of marriage can bring the contracting parties into a more confidential relation and impose a more binding fiduciary status than that of partnership.

It is the legal and moral duty of every person who has entered into partnership with another person or who is about to enter into a partnership with another not only not to conceal any material matter relative to partnership affairs or as to the expenditure of funds in behalf of the partnership, but it is also the duty of each partner to divulge to his co-partner fully, freely and without reservation all matters within his own knowledge material to the affairs of the partnership or as to the cost, value, location and other conditions of the partnership property. 30 CYC 438, 20 R. C. L. 878, Nelson v. Matsch, 38 Utah, 122, 110 Pacific 865; Tennant v. Dunlop, 97 Va. 234; Brooks v. Martin, 2 Wall. (U. S.), 70 17 L. Ed. 732; Bloom v. Lofgren, 64 Minn. 1, 65 N. W. 960; Caldwell v. Davis, 10 Col. 481, 3 Am. S. R. 599.

The evidence shows conclusively that Mr. Fuller did not recognize the above stated rule and that he acted contrary to such rule.

Mr. Fuller was not, under his contract agreement, bound to turn over to the partnership the property which he purchased, but when he elected to turn the property into the partnership he then became legally and morally bound by the terms of the partnership agreement as to such property; and his partner became vested with the right to enforce, in a court of equity, the terms of that agreement as to such property; and his interest in the property will be determined according to the terms of the partnership agreement.

After careful consideration of the record we observe only one material error. In the findings of the Court the following adjudication appears:

“And does further find and decree that the Complainant is entitled to have the defendants execute and deliver to him a good and sufficient deed of conveyance vesting in complainant his heirs and assigns an undivided one-half interest in the whole of the land described in the 5th paragraph of the said amended bill of complaint exclusive of the buildings and other improvements now situate thereon.”

Following this finding the Final Decree contains the following language and provisions, to-wit:

IT IS FUETHEE OEDEEED, ADJUDGED AND DECEEED, that the Complainant W. B. Pierce, is the owner in fee simple of an undivided one-half interest in the land mentioned in the Fifth paragraph of said Amended Bill, described as Lot Seven (7) of Block Thirteen (13) of Pompano Beach, as shown by recorded plat in the office of the Clerk of the Circuit Court of Broward County, Florida, said Pompano Beach being a subdivision of Government Lot Two (2) in Section Thirty-one (31) of Township Forty-eight (48) South, Eange Forty-three East, situate in Broward County, Florida, exclusive of any and all buildings and other structures now situate on said property, and that the defendant, Eoy J. Fuller is the owner in fee simple of the other undivided one-half interest in said property and the sole owner' of all buildings and other structures now situate thereon.

• IT IS FUETHEE OEDEEED, ADJUDGED AND DECEEED, that the description contained in the deed from Eoy J. Fuller and Bernese Fuller, his wife to the Complainant, W. B. Pierce in which deed the said defendants conveyed to the complainant an undivided one-half interest in the South One Hundred (100) feet of the land above described, be and the same is hereby corrected and reformed so as to omit from said description the words ‘South One Hundred feet of’, and the defendants Eoy J. Fuller and Bernese Fuller, his wife and all persons claiming or to hereafter claim by, through or under them subsequent to the institution of this suit are hereby forever barred and estopped from claiming or asserting any right, title or interest in any part of said lot Seven (7) of Block Thirteen (13) of Pompano Beach, greater than an undivided one-half interest in the whole of said lot as against the complainant and those claiming or to hereafter claim by, through or under him, and said defendants are hereby ordered and directed within ten (10) days after the entry of this decree to make, execute and deliver to the complainant a good and sufficient deed conveying to complainant, his heirs and assigns, an undivided one-half interest in all of said Lot Seven (7) of Block Thirteen (13) of Pompano Beach, except the South One Hundred (100) feet thereof, exclusive of the buildings and structures aforesaid, and in the event of the failure or refusal of said defendants so to do, that this decree operates as and have the full force and effect of such conveyance.”

This finding and that part of the decree based thereon appears to be error.

The evidence shows that this lot was owned by Fuller prior to the partnership agreement and that he offered to sell Pierce an interest-in the lot or lots. The evidence is conflicting as to what was intended to be conveyed, but our conclusion is that the probative force of the evidence shows that it was not the intention of Fuller at any time to convey that part of the lot on which their home was then located. It appears that Mrs. Fuller was not a party to the transaction until it came to the signing of the deed; she then joined her husband in the conveyance of the south one hundred (100) feet of the lot. The evidence does not show that she at any time agreed or in any manner bound herself to convey that other part of the lot which was then the homestead, and we find no state of facts which will warrant a decree compelling the conveyance of the remainder of this lot.

We cannot say that the Chancellor was not warranted in the remainder of the conclusions which he reached, nor that he did not have then before him sufficient facts to constitute a substantial basis for the remainder of the final decree.

That part of the decree as follows:

“IT IS FURTHER ORDERED, ADJUDGED AND DECREED, that the Complainant W. B. Pierce, is the owner in fee simple of an undivided one-half interest in the land mentioned in the Fifth paragraph of said Amended Bill, described as Lot Seven (7) of Block Thirteen (13) of Pompano Beach, as shown by recorded plat in the office of the Clerk of the Circuit Court of Broward County, Florida, said Pompano Beach being a subdivision of Government Lot Two (2) in Section Thirty-one (31) of Township Forty-eight (48) South, Range Forty-three East, situate in Broward County, Florida, exclusive of any and all buildings and other structures now situate on said property, and that the defendant, Roy J. Fuller, is the owner in fee simple of the other undivided one-half interest in said property and the sole owner of all buildings and other structures now situate thereon.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED, that the description contained in the deed from Roy J. Fuller and Bernese Fuller, his wife to the Complainant, W. B. Pierce in which deed the said defendants conveyed to the complainant an undivided one-half interest in the South One Hundred (100) feet of the land last above described, be and the same is hereby corrected and reformed so as to omit from said description the words ‘South One Hundred (100) feet of,’ and the defendants Roy J. Fuller and Bernese Fuller, his wife and all persons claiming or to hereafter claim by, through or under them subsequent to the institution of this suit are hereby forever barred and estopped from claiming or asserting any right, title or interest in any part of said Lot Seven (7) of Block Thirteen (13) of Pompano Beach, greater than an undivided one-half interest in the whole of said lot as against the complainant and those claiming or to hereafter claim by, through or under him, and said defendants are hereby ordered and directed within ten (10) days after the entry of this decree to make, execute and deliver to the complainant a good and sufficient deed conveying to complainant, his heirs and assigns, an undivided one-half interest in all of said Lot Seven (7) of Block Thirteen (13) of Pompano Beach, except the South One Hundred (100) feet thereof, exclusive of the buildings and structures aforesaid, and in the event of the failure or refusal of said defendants so to do, that this decree operates as and have the full force and effect of such conveyance,” is hereby reversed with directions to enter a supplemental decree adjudging and decreeing that W. B. Pierce is the owner in fee simple of an undivided one-half interest in the South One Hundred (100) feet of Lot Seven (7) of Block Thirteen (13) of Pompano Beach, being a subdivision of Government Lot Two (2) in Section Thirty-one (31) Township Forty-eight (48) South, Range Forty-three (43) East, in Broward County, Florida, and that Roy J. Fuller is the owner in fee simple of the remaining undivided one-half interest in said lot.

All other matters and things in the Final Decree contained are hereby affirmed. The cost of this appeal shall be taxed one-half against the appellant and one half against the appellee.

Reversed in part and affirmed as to the remainder.

Whitfield, P. J., and Terrell, J., concur. Brown, C. J., and Ellis, J., concur in the opinion.