
    Dalton City Company, plaintiff in error, vs. Hawes & Willoughby, defendants in error.
    Dalton City Company leased to Ford their shops, etc., and he agreed to pay them for rent for said property, “for the first year a sum equal to one-half of the net profits of Ford’s business,” etc. : Reid, that said Company and Ford were partners in said business under said lease.
    Complaint. Partnership. Tried before Judge Milner. Whitfield Superior Court. October Term, 1867.
    This case was before the Supreme Court at March Term, 1862, and a new trial was granted. The only question brought up this time is, whether E. K. Ford and the Dalton City Company were partners. Counsel for the Company admit that in said decision of the Supreme Court, it was held that they were partners, but because the attorney for the Company was absent during the trial in the Superior Court, in 1862, and at the argument in the Supreme Court aforesaid, etc., they ask the Supreme Court to review its decision as to the matter of partnership.
    The case grew out of this state of facts :
    The Dalton City Company, in 1859, “leased” to Ford a steam mill and its appurtenances for one year, with the privilege of renewal for four years, if satisfactory to both parties. The “lease” was to be terminated by Ford’s death. It was not to be assigned while he lived, nor pass to his representatives if he died. Ford was to give his personal attention and supervision to the running of the mill, and should he cease to do so, except for temporary absence on business or for sickness, the lease should end. He was to carry on at said mill, a general wood-machine-shop and cabinet business,” and should furnish certain specified machinery for that purpose, “the cost of said machinery to be allowed for and deducted from the gross profits of said business in estimating the amount due for rent,” and he could add other machinery on the same terms.
    It was stipulated that “ inasmuch as both parties to this contract are at a loss to decide what sum would be a fair rent for said property, or what rent the proposed business would justify, said Ford shall pay as rent for said property for the first year, a sum equal to one-half the net profits of his business, as well on putting up elsewhere any 'work the material for which is prepared wholly or in part at said mill, as on the work done, put up and completed at said mill, and at the expiration of said first year, said parties shall agree on a fixed sum as rent for the term of renewal or ascertain the same by reference to the profits of said business, said sum not to exceed or fall short of one-half the net profits of said business.” And in order to ascertain this, Ford was bound, by the contract to keep a correct account of all the transactions of the mill, work done there or elsewhere, materials bought, etc., in books which should always be subject to the inspection of the Company’s agent. Erom these books balances were to be struck quarterly, and the rent then paid upon the basis aforesaid. Should a bookkeeper be needed, he could be employed by Ford and his wages charged to the business, but Ford could not select one without the approval of said agent.
    The other stipulations are not important for our present purpose. The contract was-signed by the Dalton City Company (by its agent) and by E. E. Ford.
    After this contract was made, Ford accepted a bill of exchange, signing the acceptance “ E. E. Ford & Co.” On this acceptance Ford and the Company were sued as partners. The Company plead no partnership, etc.
    The Court charged the jury that under said contract Ford and the Company were partners, and accordingly a verdict was had against Ford and the Company.
    The plaintiff in error excepted to said charge.
    J. A. W. Johnson, for plaintiff in error.
    "William E. Moobe, for defendant in error.
   Habéis, J.

- The plaintiff in error was sued as a copartner with E. K. Ford, under thqname of E. E. Ford & Co., by which firm name a draft at six months for $815.87, drawn by Hawes & Willoughby, was accepted.

The plaintiff in error denied the partnership. To establish below the partnership, the plaintiff there put in evidence an instrument in writing purporting to be a lease by the Dalton City Company to E.. E. Ford, of its steam mill and machinery, and whereby the defendant, as rent for the same, reserved one-half of net profits, etc., and also produced an exemplification of the case of the Dalton Manufacturing Company vs. E. E. Ford & Co., decided by this Court at Atlanta, in March, 1862, in which suit said instrument in writing, called a lease, seems to have been carefully analyzed, and was adjudged to constitute articles of partnership between the plaintiff in error and said E. E. Ford. With the interpretation thus made of said “lease,” we are content to abide.,

Judgment affirmed.  