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Ramacciotti v. Simpkins

DECEMBER 23, 1970.

FRANK L. RAMACCIOTTI, PLAINTIFF-APPELLANT,

v.

JOE SIMPKINS ET AL., DEFENDANTS-APPELLEES.



APPEAL from the Circuit Court of Sangamon County; the Hon. WILLIAM H. CHAMBERLAIN, Judge, presiding.

MR. JUSTICE WRIGHT DELIVERED THE OPINION OF THE COURT:

This is a suit in equity instituted in the circuit court of Sangamon County, Illinois, and heard by the court without a jury upon the complaint as amended, and the answer and special defenses of the defendant, Simpkins. An interpleader was filed by the Ashland Oil and Refining Company.

The plaintiff, Frank L. Ramacciotti, seeks to have a constructive trust established in certain interest of the defendant, Joe Simpkins, in oil lands located in the tri-state oil basin located in Illinois, Indiana and Kentucky, particularly in the interest of defendant Simpkins in the lands leased by him from the Peabody Coal Company in the Kincaid Pool in Christian County, Illinois, and seeks an accounting by the defendants, Joe Simpkins and Ashland Oil and Refining Company.

The plaintiff claims an equitable interest in one-half of the working interest obtained and retained by the defendant Simpkins in the oil property here in question.

The plaintiff predicates his claim upon the existence of either:

(1) An oral oil leasing partnership agreement general in scope entered into between plaintiff and defendant in the late spring or summer of 1950 and applicable to the working interest obtained by Simpkins in oil leases on lands in the tri-state basin for which he has not previously accounted to plaintiff, or

(2) A joint venture of plaintiff and defendant to acquire oil leases on certain land owned by Peabody Coal Company in the Kincaid Pool in Christian County, Illinois.

A partnership is an association of two or more persons to carry on as co-owners a business for profit. The Uniform Partnership Act, Ill. Rev. Stat. 1969, ch. 106 1/2, par. 6.

• 1 A partnership between two or more parties is a contractual relationship. There must be a meeting of minds of the parties to create a partnership. The intention of one party alone cannot create a partnership.

• 2 As between the parties the question of partnership is one of intention that must be proved by an expressed agreement, either written or oral, or be inferred from the acts and conduct of the parties. Olson v. Olson, 66 Ill. App.2d 227, 213 N.E.2d 95.

• 3 A joint venture is an association of two or more persons to carry out a single enterprise for profit. Ditis v. Ahlvin Construction Co., 408 Ill. 416, 97 N.E.2d 244. The only distinction of consequence between a partnership and a joint venture is that a joint venture relates to a single specific enterprise or transaction, while a partnership relates to a general business of a particular kind.

In order to determine the relationship between the plaintiff and the defendant, Simpkins, in this case, we must ascertain, if possible, the intent of the parties.

It is not contended that any written agreement was entered into between the parties prior to 1955, during 1955, or after 1955, to engage in the oil business as equal partners for the purpose of acquiring, purchasing and developing commercial oil leases in the tri-state oil basin located in Illinois, Indiana and Kentucky. Neither is it contended that any written agreement was entered into between the plaintiff and defendant to engage in a joint venture to acquire oil leases on Peabody Coal Company's land in the Kincaid Pool.

However, the plaintiff alleges in his amended complaint, and testified that he and defendant discussed the question of their engaging in the oil business as equal partners in the late spring or summer of 1950, and did, at that time, agree orally to engage in the oil business as equal partners for the purpose of acquiring and purchasing and developing commercial oil leases in the Illinois basin. This testimony is not supported by other witnesses and is strenuously denied by the defendant.

The trial court found that no oral or written agreement, either expressed or implied, having the effect of a general partnership, was ever entered into or ever existed between the plaintiff and defendant Simpkins to engage in the oil business as equal partners for the purpose of acquiring and purchasing and developing oil and gas leases as claimed by the plaintiff. And the court further found that plaintiff produced no document or written memorandum to support his contention that he and the defendant were engaged in either a partnership or a joint venture in acquiring leases and developing oil and gas on the Peabody acreage in Christian County, Illinois.

• 4 A review of the record in this case leads us to conclude that such findings by the trial court are consistent with the evidence, and that such findings are ...


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