Drennen v. London Assurance Corporation/Opinion of the Court

by by John Marshall Harlan

United States Supreme Court

113 U.S. 51

Drennen  v.  London Assurance Corporation

At the trial below the plaintiffs asked the court to instruct the jury that the written agreement with Arndt, followed by his payment of $5,000 in money, the delivery of his note for a like amount, and the entry of the money and notes to his individual credit upon the books of Drennen, Starr & Everett, did not constitute him a partner with plaintiffs, as between themselves, and did not have the effect to assign of transfer to him any title or interest in the property insured. The court refused to give that instruction, but charged the jury that 'said agreement so signed, if assented to by Everett, and the receipt by plaintiffs of the money and note, and the credit thereof on their books to Arndt, would and did constitute Arndt a partner with plaintiffs, as between themselves, from the time of the receipt by plaintiffs of said money, and had the effect to convey and transfer to and vest in Arndt a joint and undivided interest and title with plaintiffs in the insured property.' The instruction refused, as well as the one given by the court, assumes that the admission of Arndt at any time before the loss as a partner in the firm to which the policies were issued, would have involved such a transfer of the property or such a change in its title or possession as would render the policies void. Without considering whether that assumption is justified by a proper interpretation of the policies, we have now only to determine whether there was error in holding that Arndt, by virtue of the agreement of May 24, 1883, and the facts recited in the charge to the jury, became a partner in the firm of Drennen, Starr & Everett. This question is within a very narrow compass; for our inquiry is restricted to the ascertainment of the real intention of the parties as disclosed by the written agreement, considered as a whole, and by their conduct in execution of its provisions.

It appears, in the forefront of the agreement, that Arndt did not acquire an interest in the firm property immediately upon its execution; for the plaintiffs only agreed to receive him into their business on certain terms and conditions thereafter to be performed. The first of those conditions was that the company-the one to be formed by the proposed connection between the plaintiffs and Arndt-should become incorporated; then he was to pay into the firm for its use, on or before June 14, 1883, the sum of $5,000, and a like sum on the first of January, 1885, the latter to be evidenced by his note, each sum to bear interest from January 1, 1883, until paid; finally his interest was to be decreased 50 per cent. if he failed to pay the second $5,000 by January 1, 1885; 'the business'-that in which Arndt was to have an interest-'to be carried on by the new company, to be formed as aforesaid, shall be of the same nature as that now conducted by Drennen, Starr & Everett.' Then follows a declaration as to the property upon the basis of which the new company was to be organized, viz., all the rights and effects owned by Drennen, Starr & Everett, in the proportion of their respective interests to be put into the corporation to be formed, according to their value as shown by the inventory of January 1, 1883, less any loss by reason of non-payment for goods sold before that date, to which was to be added the $10,000 which Arndt agreed to pay; the interest of the several parties in the new company to be according to the amounts contributed by them, respectively, to its capital stock.

These provisions all plainly point to an interest that Arndt was to acquire, not presently, nor immediately upon the agreement being signed, but at some future period, when the conditions distinctly set out in the agreement-not some, but all of them were performed. When those conditions were satisfied, and not before, he would have been entitled to demand, as of right, the execution of the stipulation that he be received into the business then represented by Drennen, Starr & Everett, but thereafter to be represented by the new or incorporated company. The parties appear, ex industria, to have excluded the possibility of his acquiring an interest in or control over the insured property in advance of the formation of an incorporated company. Upon no other ground can the clause, 'that no change in the name or character of the firm of Drennen, Starr & Everett shall be made until said corporation shall be formed,' be satisfactorily accounted for. It may be that Drennen, Starr & Everett were unwilling to establish the confidential relations of partner with Arndt, but were willing to unite their property with his money, to be owned by a corporation in which all would become stockholders according to the amounts respectively contributed to its capital stock. Hence, perhaps, the wording of the clause last quoted. If, as the jury were in effect instructed, Arndt became a partner in the firm of Drennen, Starr & Everett prior to the loss, then the character of that firm was essentially changed; for, as partner he would have become, at and before the proposed corporation was formed, at least as to third parties, a general agent of his copartners in respect of all matters within the scope and objects of the partnership, with authority, implied from the relation itself, to participate in the control and management of the property, and, in the name of the firm, even to dispose of the entire right of all the partners for partnership purposes. The agreement is not, in our judgment, fairly susceptible of a construction which is attended by such results. The requirement that Arndt was to be received into the business upon the condition, among others, that the company should be incorporated, and the further requirement that neither the name nor the character of the firm was to be changed until the proposed corporation was formed, cannot be satisfied by any other interpretation than one which excludes him from all control or management of, or legal interest in, the property insured prior to the formation of such corporation.

It is suggested that Arndt would not have paid $10,000 in cash and notes 'into the firm for its use' unless he supposed that he would thereby acquire a present interest in the firm's property. The answer is that the want of business sagacity in such an arrangement, if such there was, cannot control the interpretation of the written agreement between the parties. Arndt, in effect, agreed to pay Drennen, Starr & Everett $5,000 on June 14, 1883, and a like sum on January 1, 1885, with interest on each sum from January 1, 1883, until paid, for the privilege of becoming, to the extent of such payments, a stockholder in a corporation thereafter to be formed, whose capital stock should represent all the effects and rights of that firm, as of the date from which Arndt was to pay interest, (less any loss arising from the nonpayment of goods previously sold,) increased by the $10,000 which Arndt agreed to pay into the old firm. Such was the whole extent of the agreement. The instruction by the court below proceeded upon the ground that the payment by Arndt in cash and money of the amount which he agreed to pay, and their receipt and entry upon the books of the firm to his credit, gave him an interest as partner in the business; whereas such facts only established the performance of some, not of all, the conditions prescribed; for, by the agreement, the formation of the proposed corporation was expressly made a condition, with the others named, to Arndt's becoming interested in the business.

In our judgment, looking at the whole agreement, the parties did not contemplate a partnership, and none was ever established between them. The agreement looked only to a corporation, the payments and other things specified being in preparation for its ultimate formation, which was an adequate, as it was the actual, consideration; consequently, there was, prior to the loss, and under the most liberal interpretation of the policies, no change in the title or possession of the property, nor any transfer thereof, that avoided the the policies. This is sufficient to dispose of the case. For the reasons given the judgment must be reversed, and a new trial had.

Notes