Spahn v. Thompson

GRIFFIN, J. By the prayer of their complaint plaintiffs seek an accounting and dissolution of partnership. Defendant owned a livestock auction business known as the W. A. Thompson Auction Sales Yard. About July 1, 1945, plaintiffs bought a 40 per cent interest therein for $28,000. Five thousand dollars was paid down. Plaintiffs and defendant thereafter conducted the partnership business. In October, plaintiffs made a further payment of $4,025.80 on the purchase price. No further payments were made. According to defendant’s claim, the business resulted in a financial loss. Plaintiffs claim otherwise.

[158]Plaintiffs entered into an oral agreement with defendant that the partnership should be dissolved as of February 28, 1946. This was done and defendant took exclusive possession. Plaintiffs’ claim is for profits earned between July 1, 1945, and February 28, 1946.

Defendant denied the general allegations of the complaint, admitted that plaintiffs did, from time to time, demand an accounting of the business affairs, and alleged that he furnished them with full and detailed reports prepared by' a certified public accountant; alleged that plaintiffs refused to complete payments on the purchase price; admitted that it was agreed between the parties that the partnership between them should be dissolved as of February 28, 1946, and that plaintiffs would not thereafter have any interest therein; that plaintiffs would share in 40 per cent of the profits, if any, and 40 per cent of the losses, if any, sustained by said business between July 1, 1945, and February 28, 1946, and that subject to adjustments for any loss, defendant would repay plaintiffs $9,025.80, which plaintiffs paid toward the purchase price of $28,000. He alleged that pending the agreed accounting defendant paid plaintiffs $7,000 of the $9,025.80 paid to him'; that the audit and accounting showed that the business had operated at a loss during said period. In addition, defendant, by way of cross-complaint against Spahn, sought to recover on two unpaid drafts signed by Spahn totaling $6,077.87, which were given for the purchase of 62 head of cattle by Spahn from defendant in May, 1946.

By answer to the cross-complaint plaintiffs alleged that the statement rendered by the auditor was fictitious and false and that they were informed and believed that there was a profit made in excess of $6,077.87.

The trial court found generally in accordance with the claim of defendant and that he did furnish plaintiffs with a full and detailed report of the account of the business, prepared by a certified public accountant, and that said business did not make a profit during the period involved but in fact suffered a loss; that it was agreed that plaintiffs would have no rights in the business after February 28, 1946; that Spahn made and delivered the drafts set forth in the cross-complaint and took delivery of the cattle; that the drafts were presented for payment and payment was refused; that $6,077.87 was due and owing thereon. Plaintiffs were denied relief. Judgment was entered on the cross-complaint against Spahn for the amount claimed.