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RALPH M. STOTSENBURG v. RICHARD H. FROST (10/30/75)

decided: October 30, 1975.

RALPH M. STOTSENBURG
v.
RICHARD H. FROST, INDIVIDUALLY AND AS LIQUIDATOR OF RALPH M. STOTSENBURG AND RICHARD H. FROST, LATE TRADING AS AUTOTROLS, INC., ET AL., APPELLANTS



COUNSEL

Thomas P. Geer, Pittsburgh, for appellant.

R. Alan Stotsenburg, New York City, for appellee.

Eagen, O'Brien, Roberts, Pomeroy, Nix, and Manderino, JJ. Jones, C. J., and Nix, J., took no part in the consideration or decision of this case. Roberts, J., filed a dissenting opinion. Manderino, J., dissents.

Author: O'brien

[ 465 Pa. Page 190]

OPINION OF THE COURT

These appeals arise from a final decree in equity affirmed by the court en banc, entered on March 25, 1974. This decree determined that a partnership did exist between appellant, Richard H. Frost, and appellee, Ralph M. Stotsenburg, and further awarded $8,984.81, plus interest, to appellee as his share of the liquidated partnership.

Two separate appeals having been filed, we shall discuss them ad seriatim.

I -- No. 138 March Term, 1974 -- Appeal of Richard H. Frost, individually

In this appeal appellant, Richard H. Frost, first argues that the evidence was insufficient to establish a partnership between himself and appellee, Ralph M. Stotsenburg. We do not agree. A chancellor's findings of fact, as affirmed by a court en banc, have the weight of a jury verdict and will not be disturbed on appeal if there is sufficient evidence to sustain such findings. See Boyd v. Teeple, 460 Pa. 91, 331 A.2d 433 (filed January 27, 1975).

A summary of the evidence of existence of a partnership affirmed by the chancellor and sustained by two courts en banc is as follows: Appellant and appellee were salesmen with extensive experience in the field of industrial control machinery. In March, 1964, the parties orally agreed to form a partnership to begin on June

[ 465 Pa. Page 1911]

, 1964, whose purpose was the selling and servicing of customer accounts in the industrial control field. The terms of the agreement were that both appellant and appellee would be full-time sales representatives with equal authority as to the operation of the business and with identical compensation plans of $1,000 a month, plus fifty percent of the net profits. Appellee Stotsenburg agreed to pay appellant Frost $5,000 at the commencement of the new venture; however, appellee, being unable to meet this commitment, paid appellant two $1,000 payments, and now owes appellant $3,000, plus six percent interest. During the three and one-half years of business, both appellant and appellee contributed $1,500 each to Autotrols, Inc., when the corporate entity through which all business was conducted was in need of operating capital. In addition to equal management rights, the chancellor also found both parties had equal shares of the profit and loss, the equal right to act for the business and that each party had made contributions of either capital or services to the business. Our review of the record reveals sufficient facts upon which the chancellor could well have found a partnership between appellant Frost and appellee Stotsenburg. See Uniform Partnership Act, 1915 March 26, P.L. 18, Part II, § 6, 59 P.S. § 11. See also Tax Review Bd. v. Green, 409 Pa. 448, 187 A.2d 572 (1963).

Appellant next argues that the chancellor erred 1) in granting appellee Stotsenburg an accounting, 2) in appointing a certified public accountant to conduct the accounting, and 3) in the results of the accounting.

In the instant case, appellee Stotsenburg filed an equity action seeking a declaration of partnership and an accounting for his share of that partnership. The chancellor found that a partnership existed and subsequently ordered an ...


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