Richmond Guano Co. v. Long

The material facts are set out in the opinion of the District Judge, and the principles of law applicable to them are well settled. Eittle need be added to the clear and convincing reasoning of the District Judge. It cannot be denied that there is both direct and positive evidence strongly supporting the conclusion of the court (1) that the contract to purchase fertilizer from complainant was made with W. D. Spearman, Company, and not with defendants individually ; (2) that the defendants were not partners, and did not hold themselves out as partners, with W. D. Spearman Company, but were employes or agents, whose compensation was fixed at $100 a month, payable from the anticipated profits of the business; and (3) that the defendants did not afterwards in the course of the business in any way assume the obligations of the Spearman Company.

*654[3] The complainant is a large wholesale dealer in fertilizer. Had its officers intended to hold the defendants, either as principals, or guarantors, or sureties, on its contract to sell fertilizer to Spearman Company, it is hardly conceivable that they would have left the obligation to be inferred from circumstances, when they could have made it perfectly plain in the beginning by written contract. Except in cases of fraud or mistake, the courts will rarely infer from circumstances that the obligations of a contract of sale were assumed by one not a party to it, when the question of liability of such person could have been settled at the inception of the contract by a demand that he sign it.

Affirmed.