## Facts

- John Summers and E.A. Dooley were equal partners in an Idaho trash-collection business.
- The partners’ practice was that the partners themselves performed the hauling, and when a partner was unable to work, that partner hired and paid for a replacement.
- In 1962, Dooley became unable to work and hired a replacement at his own expense.
- In 1966, Summers believed the business needed a third worker; Dooley refused to agree to hiring additional help.
- Summers nevertheless hired an additional employee and paid the wages personally.
- Dooley objected and refused to pay the employee from partnership funds.
- Summers continued operating with the third worker and claimed over $11,000 in related expenses, seeking $6,000 from Dooley as half of the cost.
- After a bench trial, the court found only $966.72 was a legitimate partnership expense and awarded Summers half of that amount, denying the remainder.
- Summers appealed, arguing Dooley effectively ratified the hiring or should be estopped because he shared in profits while the third worker was used.

## Issues

1. Whether an equal partner in a two-person partnership may hire an additional employee over the other partner’s express objection and require the partnership (and the dissenting partner) to bear the cost.
2. Whether the dissenting partner’s continued participation in partnership profits constitutes ratification or estoppel barring objection to the unilateral hiring.

## Decision

- The Idaho Supreme Court affirmed the judgment denying Summers reimbursement for the bulk of the third employee’s wages.
- In a two-person, equal partnership, changing the status quo requires majority approval; one partner acting alone cannot create a “majority.”
- Dooley’s repeated, express refusal to consent prevented Summers from shifting the cost to partnership funds.
- The court rejected Summers’s estoppel and ratification theories because Dooley objected from the outset and did not approve paying the wages as a partnership expense.
- The limited award for the amount found to be a legitimate partnership expense remained in place.

## Legal Principles

- In an equal two-person partnership, actions that alter the partnership’s established arrangement require mutual consent; unilateral action cannot bind the partnership when the other partner expressly dissents.
- A partner generally may not obtain reimbursement from the partnership for expenditures primarily undertaken for that partner’s personal convenience rather than for the partnership’s benefit.
- Consistent objection to a disputed act defeats claims of ratification or estoppel based merely on the objecting partner’s receipt of ongoing partnership profits.

## Conclusion

The court held that Summers could not charge Dooley or the partnership for the cost of an additional employee hired over Dooley’s explicit objection, particularly where the added labor primarily benefited Summers and represented a change from the partners’ established allocation of responsibility for labor costs.


Summers v. Dooley, 94 Idaho 87, 481 P.2d 318 (Idaho 1971)