Shafer & Martin v. Randolph

Persons holding themselves out to third parties, dealing with them, as partners in a single enterprise, will be bound to such third parties as partners accordingly, even though there may be no agreement of partnership inter sese.

Error to the Court of Common Pleas of Orctwford county: Of October and November Term 1881, No. 56. Assumpsit, by Hiram Randolph and A. F. Randolph against Thomas Shafer and James Martin (and others not served) to recover for breach of an alleged contract, whereby the defendants procured the plaintiff to manufacture certain patented articles, under a patent-right owned by defendants, at a stipulated price, which the defendants afterwards refused to pay. The narr. averred a joint contract, on the part of the defendants, Shafer and Martin, and breach. There was no defence as to Shafer, except as to the number of articles contracted for. Martin defended on the ground that the contract was made by Shafer alone, who had no right to bind him. On tbe trial, before Church, P. L, the evidence showed that the defendants, Shafer and Martin, with several others, had purchased jointly a certain patent right for the manufacture and sale of patent grain separators. The plaintiff, A. F. Eandolph, testified that, in 1877 Shafer engaged him to manufacture twelve separators, at §10 each; that Martin was present during the interview, and made no objection, stating that he and Shafer and others had bought the patent-right jointly as partners; that, after the twelve machines were made, and three of them delivered, Shafer paid $15 on account, and told Kandolph to go to Martin and the other owmers of the patent, who were to pay their share of the cost of manufacture ; that Martin, on being applied to, put him off, saying he thought some of the separators would be sold within a week, whereby the money could be raised to pay plaintiffs for making them. Shafer denied that the contract was for twelve separators, alleging that the agreement was for three or four, and if they sold readily others should afterwards be made. Martin denied that he had ever made any partnership with Shafer, other than the joint purchase of the patent-right, and denied his affirmance of the bargain made by Shafer. It appeared that Martin, in reply to an application from a party to hire a machine, had said : “I do not want to hire them — -we have them to sell; I will sell you one for $20.” The defendants presented the following point: “ That this suit being’ brought against the defendants jointly, and there being no evidence to show that both joined in the contract, the plaintiff cannot recover.” Ansveer. “ This suit does not seem to have been brought against the defendants jointly, but against the defendants and others. Those two defendants, being the only ones served with process, are the only ones at present before the court. If these two defendants owned a patent-right with others, and one of these bargained for the making of the patented article, and for the sale of the same for their joint and common account, it was such a bargain that one partner might make for and bind his copartners, and the fact of the partnership not having been registered as provided by law, the leaving out of some partners, who might have been lawfully joined, is not cause for plea of abatement, nor according to the rules of court in pleading as to partnership or non-partnership.” Verdict and judgment for the plaintiff for $122. The defendants took this writ of error, assigning for errpr the answer to their point, as above. Evidence of joint ownership of a patent-right is wholly insufficient to sustain a claim founded on liability of the joint owners, as partners, for the cost of manufacturing the patented articles under a contract made by one only of such joint owners. These owners were simply assignees of the patent, and at no time formed any copartnership of any kind whatsoever. "Whether the defendants below, Shafer and Martin, were general partners in any kind of business is not material. It Avas sufficient to show that they were jointly concerned in the particular transaction in which the plaintiffs, Randolphs, Avere employed to construct the machines: Kirk v. Hartman, 13 P. F. Smith 105. Of the fact that they Avere so concerned there was ample evidence to go to the jury, and the jury found that they Avere.