Helmerich Payne v. American Nat. Bank of Shawnee

I am unable to concur in the conclusion announced by my associates in this case. It is my opinion that the judgment of the trial court should be affirmed.

Helmerich Payne, a corporation, Midland Oil Corporation and E.N. Panner were, as has been previously adjudicated in litigation between the parties, joint adventurers or copartners when, on March 17, 1941, Panner borrowed $4,000 from the American National Bank to place on deposit in that bank a sum sufficient to meet a check for $3,861.31 which had been previously executed and delivered by Panner to partially pay a debt for a greater amount in favor of the National Supply Company for oil well casing, which indebtedness thus paid in part has been adjudicated to have been a partnership debt.

When Panner borrowed the money from the bank he executed his individual note and a chattel mortgage on the undivided interest in the oil well casing.

We thus have one partner borrowing money to pay or partially pay a partnership debt previously created to acquire property for the partnership.

It is the general rule that when a partner borrows money on his individual credit his partners are not thereby rendered liable for the debt even though the proceeds of the loan are used in furtherance of partnership business.

However, when a partner executes instruments purporting on their face to be individual, it may still be shown that he actually pledged the partnership credit and that the creditor made the loan on that basis. Such was our holding in Smith v. Stock Yards Loan Co., 186 Okla. 152, 96 P.2d 55.

The evidence of the bank in this case was the testimony of Panner coupled with written instruments dealing with various phases of the relationship between the parties.

The testimony of Panner was not precise on the question of whether he pledged only individual as distinguished from partnership credit. Conflicting inferences can be drawn on the point

The trial court drew the inference most favorable to the bank and decided in its favor. A majority of my associates draw another, and they believe better and more rational inference, namely, that only individual credit was used. It is said in the majority opinion:

"Bank relies principally upon that part of the evidence wherein Panner testified that he told bank what he desired the money for, and the purpose for which he did use the money. However, when Panner's entire testimony is read, it is apparent that he did not state these facts to the bank for the purpose of binding his copartners but simply in explanation of what he needed the money for. . . ."

This determination of the value of conflicting inferences constitutes an erroneous basis for our decision because of the manner in which the cause was tried and disposed of in the court below.

A demurrer to the evidence of the intervener was overruled and plaintiffs in error herein stood on their demurrer. A demurrer to the evidence admits for the purpose of the demurrer the truth of the facts established and the inferences to be drawn therefrom when the evidence is viewed in a light most unfavorable to the demurring party. Thus we are on this appeal bound to accept the view of the evidence most favorable to the bank. If we do so, our decision should be one of affirmance.

For the foregoing reasons, I respectfully dissent.