Collier v. Dasher , 51 Fla. 414 ( 1906 )

Taxlor, J.,

(after stating the faotk). The complainant in his bill alleges, as a conclusion of law, that he and the defendants on or about the first day of November, 1904, entered into a contract of partnership to engage in the business of operating and conducting a certain turpentine plant for the purpose of manufacturing rosin and spirits-turpentine at Hog Town near Point Washington, in Washington county, Florida; that by the terms of said contract complainant and defendants were to conduct said business under the firm name of Dasher, Rose & Company. What any of the other terms of this alleged contract of partnership were the bill fails to state. It fails to state how much, if any, of the partnership capital was or would be contributed by the complainant, or by the defendants; it fails to state anything as to any obligation, to share in the profits, losses or expenses of the business—indeed what is stated of this alleged contract of partnership alleged to have been entered into on or about November 1st, 1904, is a mere conclusion of the pleader with no statement of any facts from which a court can determine whether the alleged contract established or created the relationship of partners between these parties or not. But in addition to this defect in the bill, the written contract subsequently entered into between them on February 13th, 1905, and exhibited as a part of the bill, according to our interpretation thereof, is altogether inconsistent with the existence in fact of a partnership between the parties. This written contract says nothing about any partnership, but, in its terms is inconsistent with the idea of partnership. It binds the defendants to make a proper bill of sale conveying a one-third interest in certain specified personal property to the complainant in consideration of the personal services of the complainant in the conduct and supervision of the turpentine business and plant of the defendants, whenever such business shall have yielded the ,sum of $6724.20, whether in gross, or net, after deducting expenses is not stated, reserving the right to the defendants, either or both of them, at any time, if the management of the business by the complainant should for any reason become unsatisfactory to either or both of the defendants, to sever their connection with the complainant, and thereupon, in lieu of conveying to him a one-third interest ip the property, to pay him $50 per month from the date of the contract until its forfeiture. It will be observed that this contract binds the defendants to convey to the complainant, not a one-third interest in the business, but a third, interest only in certain specified propen'ty. The bill fails to negative the idea of a complete forfeiture of his rights by the complainant Under this contract. It alleges that the complainant to the best of his ability has given to the management of said business his entire time and best attention, but fails to allege that the management by him proved to be satisfactory to the defendants, or was of such nature as that it was entitled to be reasonably satisfactory. If not so satisfactory, for any reason, the defendants had the right under the contract to sever their connection with him, and to pay' for his service's, not as a partner, but as an employee, the sum of $50 per month, for the time of his service. In view of this construction of the contract between the parties, the court below ruled correctly in sustaining the demurrer of the defendants to the complainant’s bill. The decree appealed from is, therefore, hereby affirmed at the cost of the appellant, and the cause is remanded with directions to dismiss the bill.

Hocker and Parkhill, JJ., concur. Shackleford, C. J., and Cockrell and Whitfield, JJ., concur in the opinion.