Wolfe v. East Texas Seed Co.

Charles R. Wolfe and Nick Wolfe (defendants) formed a partnership in 1971, doing business as Wolfe Construction Company (defendant). In 1973 the partnership was dissolved. Nick continued to run the business as Wolfe Construction. In 1974 East Texas Seed Company (East Texas) (plaintiff) opened an account with Wolfe Construction, totaling $6,323.05, for goods and merchandise sold and delivered to Wolfe Construction. Prior to this account opening, East Texas had an account with Wolfe Construction and knew it was a partnership with two brothers and that either brother could act on behalf of the partnership. Prior to opening the new account, no notice was given to East Texas that the partnership had dissolved, although Nick continued to operate Wolfe Construction. Upon nonpayment, East Texas sued Charles, Nick, and in the alternative, Wolfe Construction. East Texas argued it was not on notice that the partnership had been dissolved and if it had been aware of the dissolution, it would not have opened the account with Wolfe Construction. Charles argued that he could not be held liable for the debt, because the partnership was dissolved prior to incurring the debt. The trial court sided with East Texas and ordered Charles and Nick jointly and severally liable for $5,318.04 with interest. Charles appealed. On appeal, Charles argued that the trial court had no evidence from East Texas to show that East Texas knew or relied on Charles’s individual credit as a partner of Wolfe Construction in opening the account. Furthermore, Charles argued evidence presented at trial showed that he did not receive any benefit from the transaction.