Bloom v. Lofgren

COLLINS, J.

From the evidence adduced upon the trial of this action, it was well established that the writing designated as “Exhibit A” never became a contract between defendant Lofgren and the other persons who signed it, for there was nothing tending to show that the former ever accepted its terms and conditions. To the contrary, it appeared that he did not, and that it was wholly superseded by the oral agreement entered into April 15, 1891, after the writing was signed. And even if it had been binding on the signers up to that time, it is clear that its terms and conditions were changed and modified at the meeting of Lofgren and his associates on that day. It was then agreed that Lofgren should purchase the horse in question of the supposed owner, Walker, for cash, for the association; that he should buy for $1,800 if he could not buy for a less sum; that he should advance the necessary money; and that he should take the notes of such persons as could not make immediate payment, payable at a future time, bearing 10 per cent, interest. This was the final contract, and, as before stated, it modified or entirely superseded the writing. If Lofgren had previously purchased the horse at. $1,200, — and it was admitted that he had, — he fraudulently imposed upon those with whom he was dealing, his actual or proposed copartners in the 'transaction. The law will not permit him to retain and enjoy the fruits of his •fraudulent representations that Walker was still the owner, that the lowest cash price was $1,800, and his later representations of the same nature, that he had bought the animal as authorized, and had paid $1,800 for him. In their dealings with each other, partners occupy positions of trust, and are required to exercise the most ^scrupulous good faith towards each other. Nor is this requirement confined to persons who are actually copartners, but it extends to those negotiating for a partnership not yet formed. All >of the findings of fact were supported by the evidence.

Order affirmed.