{ "id": 1444195, "name": "Turnage v. Ritchie Grocer Company", "name_abbreviation": "Turnage v. Ritchie Grocer Co.", "decision_date": "1942-11-09", "docket_number": "4-6858", "first_page": "935", "last_page": "938", "citations": [ { "type": "official", "cite": "204 Ark. 935" }, { "type": "parallel", "cite": "165 S.W.2d 604" } ], "court": { "name_abbreviation": "Ark.", "id": 8808, "name": "Arkansas Supreme Court" }, "jurisdiction": { "id": 34, "name_long": "Arkansas", "name": "Ark." }, "cites_to": [ { "cite": "112 S. W. 963", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": 0 }, { "cite": "87 Ark. 412", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1519104 ], "opinion_index": 0, "case_paths": [ "/ark/87/0412-01" ] }, { "cite": "211 S. W. 148", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": 0 }, { "cite": "138 Ark. 281", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1566897 ], "opinion_index": 0, "case_paths": [ "/ark/138/0281-01" ] }, { "cite": "16 S. W. 3", "category": "reporters:state_regional", "reporter": "S.W.", "opinion_index": 0 }, { "cite": "54 Ark. 384", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1320423 ], "opinion_index": 0, "case_paths": [ "/ark/54/0384-01" ] } ], "analysis": { "cardinality": 472, "char_count": 7168, "ocr_confidence": 0.505, "pagerank": { "raw": 7.317852702137001e-08, "percentile": 0.4360371975354548 }, "sha256": "abb9f82b434a6580e5afbba395681bdf47ba962704bab037236f7c6429d67acd", "simhash": "1:2a5f24c5db570718", "word_count": 1192 }, "last_updated": "2023-07-14T21:22:22.082665+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "Turnage v. Ritchie Grocer Company." ], "opinions": [ { "text": "Grieein Smith, C. J.\nThe. issue is whether W. H. Turnage, A. D. Blakely, and Carl Lewis were partners in a grocery business; or, in the alternative, if it should be held that as between themselves there was no intention to create the relationship, is Turnage, because of conduct, estopped to deny his connection.\nBlakely and Alvin Pitts, with $2,000 supplied by Turnage, went from Smackover, Arkansas, to Arp, Texas, and opened a place of business in February, 1938. Contract between the parties was in triplicate, but prior to trial all were lost. Evidence is abundant that if Turnage had rested his rights on the agreement and had refrained from activities relating to the business, the liability now asserted against him could not be sustained.\nBlakely communicated to Turnage his displeasure at Pitts\u2019 attitude. This occurred approximately two months after the store was opened. Responding to Blakely\u2019s complaints, Turnage wrote the letter shown below. Blakely says that when Pitts went \u201chaywire\u201d by drawing from $200 to $250 monthly for personal use, he (Blakely) proposed to purchase from Pitts, or to sell. Since Pitts did not have money with which to acquire Blakely\u2019s interest, and was not willing to accept the offer made by letter, Turnage and his lawyer went to Arp and concluded an arrangement whereby for $250 paid by Turnage, Pitts \u201cbargained, sold, and conveyed whatever interest he had\u201d to Lewis, whom Blakely had recommended to Turnage as one with whom he would like to be associated. Evidence of the transaction, as quoted in the preceding sentence, was indorsed by Pitts on the back of two of the originals of the contract made before business was begun in Texas.\nThere is testimony of mutual intentions to have the new agreement formally written and signed, but this was not done.\nTurnage contends that as between himself and Blakely and Pitts, the status was that of debtor and creditor: that is, he made a personal loan with the understanding interest at ten percent per annum would be paid and a third of the profits would be applied toward liquidation of the obligation.\nThe enterprise was not profitable. Two months after Lewis became a partner with Blakely they moved the stock of goods to Smackover. Turnage says this was without his knowledge. However, he rented a building for accommodation of the parties and interested himself in other ways.\nOn petition of Ritchie Grocer Company Lewis and Blakely were superseded when on May 1, 1939, Homer T. Rogers was appointed receiver. Five creditors filed claims which, exclusive of interest, amounted to $1,509.59. Turnage listed his advances, contending the item was an allowable debt. The receiver concluded Turnage was a partner rather than a creditor, and disallowed. Chancery sustained.\nBefore one can be held liable for partnership debts, the relationship must have been formed by express agreement or conduct from which agreement is implied or the party sought to be charged must have created an estoppel. \u201cTo determine whether a given agreement amounts to a partnership between themselves,\u201d said Chief Justice Hill, \u201cis always a question of intention. But a different test prevails where the rights of third parties are concerned. It was formerly held that participation in profits was conclusive evidence in actions by creditors. This rule has been modified so that a participation in profits is not conclusive, but \u2018it is a cogent test for trying the question,\u2019 and \u2018is conclusive unless there are some circumstances altering the nature of the contract\u2019.\u201d\nIn the instant case a preponderance of the evidence is that the contract was that when Turnage had been repaid from a third of the profits, his connection terminated, provided that in the meantime interest had been met. Interest was payable from profits. There is the statement in appellant\u2019s brief that Blakely and Pitts (and, presumably, Blakely and Lewis when Lewis was substituted for Pitts) were to pay \u201c. . . ten percent on the money loaned them, and if profits were more than ten percent, one-third of [such profits] would be applied toward liquidation of the debt: that is, if there were an excess over the interest. \u2019 \u2019\nThere is evidence that notes were given Turnage by Blakely and Pitts; that the accord between Blakely and Lewis was consummated before a definite agreement was reached with Pitts, and the Blakely-Pitts notes \u201cwere cancelled and destroyed.\u201d It is also contended that a mortgage covering fixtures was executed to secure the notes.\nTurnage involved himself when he departed from the contract. Under its terms he did not have the right of interference \u2014 foreclosure, etc. \u2014 until a year from the time his advance of $2,000 was made. Yet within two months he designated Blakely as \u201cbuyer and boss,\u201d stating in the letter that Blakely should have \u201cfull charge.\u201d It is conceded by Turnage that fixtures were purchased in his name. \u00a1Blakely and Pitts made a down payment from the original fund advanced by Turnage, and Turnage signed a note evidencing the balance agreed upon.\nJ. L. Daniels, Ritchie Grocer Company credit manager, went to Smackover to investigate the business. Daniels says he made the usual inquiries, then went to Turnage, who told him to do whatever he desired. In the course of conversations regarding Smackover Grocery Company- \u2014 the trade name adopted by Blakely and Lewis \u2014 Turnage said he owned \u201ceverything over there.\u201d Turnage did not say he was a partner. Neither did he request that additional credit be extended, or guarantee payment of accounts which subsequently accrued. Pitts testified he sold his interest to Turnage. Blakely also testified Turnage bought Pitts\u2019 interest.\nWhen the 'business opened at Smackover, Turnage made the necessary deposit for electric light connections. Current was billed to him. The lease on the building occupied in Smackover involved more space than that required for the grocery business. Although Blakely joined Turnage in signing the lease, rentals were paid to the owner who lived in Ohio, and not to Turnage.\nThere is testimony that Turnage counseled with Blakely and Lewis, advising them in respect of customer credits.\nThe court found that, in respect of creditors, the relationship between Blakely, Lewis and Turnage \u201cwas that of partners,\u201d and that \u201cprior to April 26, 1939, they operated the Smackover Grocery Company.\u201d\nThe holding was correct. Affirmed.\nThe communication was addressed to Alvin M. Pitts: \u2014 \u201cThis is to certify that from this day on, A. D. Blakely is manager, buyer, and boss. He is to have full charge. I will give you $150 for your so-called interest \u2014 not one cent more \u2014 to be paid to you by A. D. Blakely who will draw a draft on me for that amount. However, if you wish, you may stay and work under Blakely for the sum of $15 per week only.\u201d The letter is dated April 28, 1938.\nHaycock v. Williams, 54 Ark. 384, 16 S. W. 3; Mehaffy v. Wilson, 138 Ark. 281, 211 S. W. 148.\nBuford v. Lewis, 87 Ark. 412, 112 S. W. 963.", "type": "majority", "author": "Grieein Smith, C. J." } ], "attorneys": [ "Claude E. Love and W. R. McHaney, for appellant.", "Mahony $ Yocum and A. L. Brumbelow, for appellee." ], "corrections": "", "head_matter": "Turnage v. Ritchie Grocer Company.\n4-6858\n165 S. W. 2d 604\nOpinion delivered November 9, 1942.\nClaude E. Love and W. R. McHaney, for appellant.\nMahony $ Yocum and A. L. Brumbelow, for appellee." }, "file_name": "0935-01", "first_page_order": 953, "last_page_order": 956 }