Becker v. Turpin

California Court of Appeal Feb 16, 1923 No. Civ. No. 4261.Published

Before: Richards, Sure, Tyler

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Holding. The court held that a 'joint account agreement' between a buyer and a third party constituted a joint venture or limited partnership, rendering both parties liable to the plaintiff for the unpaid purchase price of goods accepted and sold under that agreement.

Issues

Whether the 'joint account agreement' created a partnership or joint venture between the defendants.
Whether the defendant corporation, by accepting the benefits of the fruit transaction, assumed liability for the unpaid purchase price under the joint agreement.

Disposition. affirmed

Quotations verified verbatim against the opinion

“The contract in evidence in this case leaves little doubt but that the relationship between these defendants was that of a limited partnership or joint venture.”

“A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it”

RICHARDS, J.

This appeal is from a judgment in the plaintiff’s favor in an action to recover a balance due upon the contract price of certain Malaga grapes sold and delivered by the plaintiff during the season of 1919. The contract for the sale and delivery of said grapes was made by the plaintiff with the defendant Turpin, doing business under the name of Golden Gate Packing Company, on the tenth day of July, 1919, and was in the usual form of an executory contract between the grower and buyer for the delivery thereafter of the grower’s entire crop of grapes for the year 1919, at the agreed price of sixty dollars per ton, payable upon delivery. Shortly after the making of this contract and about the time deliveries of grapes began to be made, the defendant Turpin and the defendant R.

[17]

Krasnow & Sons, Inc., entered into what is denominated by the parties thereto as a joint account agreement, which was presently put in writing and which reads as follows;

“Joint Account Agreement

“This agreement is entered into by and between K. Krasnow, representing B. Krasnow & Sons,. Inc., hereinafter known as the first party, and C. B. Turpin, doing business as the Golden Gate Packing Co., hereinafter known as the second party, for the purpose of packing fruit jointly, as follows:

“To Wit:—Both parties agree to share equally all expenses in securing or buying fruit, also all expenses in packing same. Also both parties agree to divide equally all profits and losses accruing from this agreement. The second party agrees to pack to the best of his ability such fruit as he is able to procure, of the very best quality possible for him to obtain. To superintend and have charge of said pack of fruit. The first party agrees to sell the product of said pack to the very best of his ability, to render account sales promptly, etc.

“The second party retains all rights as to Labels, Firm name, trade marks, good will, etc., as sole property.

“Both parties agree to transact all the business of the company without charge, to buy, pack and sell the product of the same without charge.

“The second party agrees to render estimated costs for each car as soon as possible after shipment.

Becker v. Turpin

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RICHARDS, J.

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