SMITH ?. RAINEY. ? ?09 U. 8. Opi?on of the Court. without 8mith's written consent, requiring agreement of the lmrties as to prices and terms, and providing that Rainey sixall give Smith true accounts "of all the transactions relating to the business" and full information, etc. The seventh clause provides more specifically for Rainey's keeping books of ac- count, to be always open to Smith, and for his sending-to Smith monthly "an account in full of all transactions during the preceding month, including all contracts made and all disbursements and receipts, and showing all the assets and liabilities of the paztnership." By the eighth clause Rainey aceepts the management without other remuneration than his one-third of the net profits of the business. The ninth clause reads as follows: "That after the repay- ment to the said Jesse Hoyt Smith of the said sum of eighteen thousand dollars ($18,000) so advanced by him for the pur- chase of said tract and his repayment of all advances which shall be hereafter made by him on account of said property or said business, together with interest on all such sums at s?x (6) per cent. per annum, the net profits of said land and said business shall be divided between the parties hereto as follows: Said Jesse Hoyt Smith shall be entitled to the two- thirds (?) thereof, and said William J. Rainey the one-third (�) thereof; and the lo?ses if any, shall be shared between the parties in ratio aforesaid.--It is further agreed and under- stood between the parties hereto that this Memorandum of Agreement is made for the purpose of stating explicitly the terms of copartnership on which the said Jesse Hoyt Smith and William J. Rainey have joined in the purchase, improve- ment and sale of ?id tract." The result of the whole agreement then is that it forms a partnership, and that when it comes to the division of assets the appellant is to be repaid, not merely his share of the capital, but the whole eighteen thousand dollars and his advances before any profits are ,declared. This 'means, of' course, that he is to be repaid them out of the land or its proceeds. The
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