nuts v. Aims. .. 33
" The elementary writers do not furnish a very satisfactory solution of the
question as to what character of agreement between the parties will work a
conversion of lands into partnership stock. They agree that it may be ac-
complished by agreement, express or implied; and we think it is the neces-
sary result of their views, as expressed in their text and the numerous cases
cited by them, that the intention of the partners, to be ascertained from their
acts or agreements, is to govern, and that no express agreement in writing is
neces_sary."’
And following the suggestions there made, it may be affirmed that no
written agreement isnecessary; that no parol express agreement, even,
is necessary, for a court of equity to hold that real estate standing in the
names ofindividual partners is partnership property, and it is enough if,
from all the acts and conduct of the partners, the court can be satisfied
that it was the thought and intent of the partners to treat it as partner-
ship property. And that opens the door to the consideration of the facts
in this case. While it is true that from the purchase in 1864 there were
three partnerships, yet in all of them the Ames family had the sole or
c0ntrol.ling interest, so that it would be fair to speak of this property `
during all these years as the Ames mill property. Now, while it is true
that the absolute rights ofthe partners between themselves in this last
partnership must be determined by the real agreement between the part-
ners, irrespective of anything that took place in the prior partnerships,
yet when, as conceded, there was no express agreement, the circum-
stances and relations of the prior partnerships very largely foreshadow
and interpret the real intent and agreement of the present partners.
Now, looking backward to the year 1864, it is evident that the prop-
erty was bought for the business. Neither of the partners was in the
milling business, or had any pecuniary interest in such business. They
proposed to `engage in such business, and bought this property therefor.
The property was not purchased as an independent speculation, nor as
an aid to a business already established, but it was purchased for the pur-
pose of doing the millingbusiness and employment therein. But a small
cash payment was made, and the balance of the purchase money was
paid out of the pronts of the business. If you put out of sight the
location of the legal title, and consider simply the other undisputed facts,
that the Ames Htmily purchased the mill property for the purpose of en-
gaging in the milling business, paying largely therefor out of the profits
of the business, the natural inlerence would be that the property be-
longed to the same partnership that conducted the business. `
‘ But it is said by counsel for defendants that the legal title was taken
in the names of the individual partners; that the fact that the convey-
ences were so made indicates the intent to make the property individual,
rather than partnership, property; and that, in the absence of an express
agreement, in order to establish an implied agreement that this property,
whose titlewas thus located in the individual partners, was to be part-
nership property, the facts shown must be such as to be necessarily in-
consistent with the intent to leave the ownership where the title deeds _
put it. I cannot agree with counsel’s view of the significance of the con-
veyances, and the location of the legal title. In the first place, the fact
v.37F.no.1—3