Bradbury v. Barnes

A partner has a right, generally, to buy the whole or a portion of the interest of his copartner in real estate at private sale.

A partner may purchase with his own funds and on his own account the interest of his copartner in real estate at Sheriff’s sale, if there be no circumstances of fraud or of trust, apart from the partnership relation, and hold the property so purchased as a stranger could hold it.

Partners occupy a confidential relation towards each other in respect to firm business ; but this does not prevent one from buying of another when both have an equal opportunity and means of knowing the value of the property and its condition.

The fact that a Sheriff’s sale is open and public is prima facie proof that no advantage is taken by the partner purchasing of his copartner.

Whether associates in a mining claim are general partners, not decided; but if they are, still the rule qualifying the right of trustees and guardians as to purchasing from their cestuis que trust and wards does not apply.

B., a member of a Quartz Mining Company, received as the proceeds of quartz rock belonging to the company and crushed in their mill, $7,073.98. Subsequently, the mill, lead and ditch of the company were sold at Sheriff’s sale under execution on a judgment in favor of A., against the company, for $2,558, C. becoming the purchaser for $2,756.02, funds furnished by B., receiving the Sheriff’s certificate, and then assigning the same to B. Still later, W. obtains judgment against the company for $2,310.97, and under execution thereon, the same property was sold by the Sheriff to C., who received the certificate and assigned it to B., C. having bought the claim before judgment for $2,254 with funds furnished by B. Plaintiff, a member of the company, sues to cancel these certificates, prevent a Sheriff's deed to B., and to hold him, on a dissolution of the company, as trustee for the company of the interest bought at the Sheriff’s sale: Held, that the conduct of B. is grossly inequitable, and that, if the company is willing to affirm his purchase as done for its benefit, the money paid should be credited to him on his indebtedness, and the title of the property go to or remain in the company, unaffected by the transaction.

Held, further, that if B. paid the judgments against the company, he, as a member, would be entitled to recover of his associates contribution for their proportion; but that he could not make this payment through the process of an assignment and then enforce the judgment against the company by selling out the property and buying it in—especially as he had in hand at the time more money of the company than he paid for the judgments.

The decree in this case directed an accounting and sale of the property of the company, etc., and this Court held that portion of the decree ordering a sale to be premature, and therefore modified it by directing the account first to be taken, showing how the concern stands, what is due and what the assets, before the property is ordered to be sold.