Galich v. Brkich

DOBAN, J.—

The complaint herein prays for a dissolution and termination of an alleged partnership or joint adventure between the plaintiff Galich and the defendant Martin Brkieh. The defendant Martin Construction Company, Inc. holding a contractor’s license under which activities were carried on, is alleged to be the

alter ego

of Martin Brkieh, its president.

The receivership in question was granted after a partial hearing of the case, and after informal findings of fact to the effect that a partnership or joint adventure existed, that Brkieh had breached the fiduciary relation and that the relationship between the parties should be dissolved. Plaintiff’s motion for appointment of a receiver was submitted to the trial court on September 12, 1949, and the order for such receivership entered on November 28, 1949. Prior to the receivership there had been an injunction pendente lite and a reference for an accounting.

It is conceded that the relationship between the parties commenced on July 1, 1941 when an oral agreement was entered into “to thereafter conduct a contracting business as co-partners.” At that time the Martin Construction Company, Ltd., of which Martin Brkieh was president and owner of 99 of the 100 shares of stock, was interested in a pending contract for construction of sewers in Biverside Drive. There is evidence that neither party' had much cash; respondent Galich, however, owned valuable property which would serve as a basis for credit. Galich contributed $134 or $200; Brkieh’s contribution was $150 in tools and $100 in cash. Profits and losses were to be equally shared. Each party was to draw $50 per week as wages.

Either in its original form, or pursuant to additional written agreements as claimed by appellants, the joint adventure continued at least until January 4, 1948. During this period various construction contracts were handled. Both personal and real property were purchased with joint adventure funds, some property being held in the individual names, some in the

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corporate name, and some in the names of Galich and the corporation.

Under date of April 28, 1945, Brkich and Galich executed a written agreement which recites that the Martin Construction Co., Inc. has entered into a contract for construction of a sanitary sewer job in connection with a U. S. Navy project known as Homoj a Housing Facilities at San Pedro, California. This agreement states that Galich “will advance to the Martin Construction Co., Inc.” the sum of $2,000, “to be used for the payment of labor and/or materials and incidentals in direct connection with said contract,” which advance was evidenced by a note. “It is further agreed that the Martin Construction Company, Inc. and/or Martin Brkich shall share equally with John Galich any profits derived from this contract and likewise share equally any loss which may be sustained on said contract.”