Wantling v. Howarth

Mr. Justice Harker

delivered the opinion of the Court.

The main contention of appellant, and the only one necessary to discuss in this opinion, is that the court erred in not finding that the contract of partnership created a leasehold interest in the premises described for the period of twenty years with the right of extension. The contention is based upon that provision of the contract which required appellee “to furnish said firm or copartnership all the coal underlying said lands, which they can mine during the continuance of this partnership.” His position is that the right to mine the coal became at once an asset of the firm, which, on dissolution, should be sold to the highest bidder.

While it is true twenty years was fixed as the time for which the contract should exist (which could by agreement be extended twenty years longer), its existence was liable to terminate at any time by mutual consent. After a dissolution appellee was under no obligation- to furnish coal from his lands. His obligation in the first instance was to furnish the coal lands for the firm of Wantling & Howarth, and when such firm ceased to exist the right to mine the coal ceased.

It was provided also that mining operations should continue at all times under the contract so long as it continued profitable to both parties. By the action of the parties in becoming interested in rival plants located in the same neighborhood the operation of this mine became unprofitable. It ceased to run several months before the fire, because orders' for coal were not secured.

What is the attitude of the parties on the pleadings? Each one by his bill prays for a dissolution of the partnership. A desire to dissolve could hardly be more strongly manifested by an agreement to dissolve.

When we bear in mind that the only concern authorized by the contract to mine the coal was Wantling & Howarth, the position of appellant, in asking the court to decree the extinction of that firm, is hardly consistent with the idea of a freehold interest remaining as an asset after such extinction.

Under a reasonable construction of the contract, the facts attending the conduct of the parties before this suit was commenced, and the attitude of the parties on the pleadings, it is difficult for us to understand how the decree below could have been otherwise. Decree affirmed.