Facts
- Charles R. Wolfe and Nick Wolfe formed a partnership in 1971, doing business as Wolfe Construction Company.
- The partnership dissolved in 1973, but Nick continued operating the business under the same name.
- East Texas Seed Company had previously done business with Wolfe Construction and understood it to be a two-brother partnership in which either brother could act for the firm.
- No notice of the dissolution was given to East Texas before East Texas extended further credit.
- In 1974, East Texas opened an open account with Wolfe Construction for goods and merchandise sold and delivered, totaling $6,323.05.
- Wolfe Construction did not pay the balance, and East Texas sued Charles and Nick (and, in the alternative, Wolfe Construction) to recover on the account.
- The case was tried to the court (no jury). East Texas offered machine-duplicated/photocopied invoices and testimony to prove the account; the trial court allowed extensive examination of the invoices.
- The trial court excluded certain invoices it found insufficiently supported and reduced the amount awarded, rendering judgment against Charles and Nick jointly and severally for $5,318.04 plus interest.
- Charles appealed, arguing (1) the invoices were improperly admitted and (2) the evidence did not show East Texas knew of or relied on his credit as a partner, and he received no benefit from the account because the partnership had dissolved before the debt was incurred.
Issues
- Whether Charles preserved error regarding the admission of photocopied invoices when he did not personally make a timely objection at trial, and whether such invoices were admissible under Texas law.
- Whether legally sufficient evidence supported holding Charles liable for the open-account debt incurred after dissolution where East Texas had no notice of dissolution and extended credit believing the partnership continued, despite Charles’s arguments that East Texas did not rely on his individual credit and that he received no benefit.
Decision
- The appellate court affirmed the trial court’s judgment.
- Charles waived any complaint about admission of the photocopied invoices because he did not make his own timely objection when the exhibits were offered; he could not rely on a co-defendant’s objection to preserve error for appeal.
- The court also noted that, in any event, Texas law (former Article 3731b, V.A.T.S.) permitted admission of accurate photographic or similar reproductions of business records when properly authenticated.
- The evidence was sufficient to support the trial court’s finding that East Texas lacked notice of dissolution and extended credit based on the continued appearance of the Wolfe Construction partnership; Charles remained liable for the account.
Legal Principles
- To preserve an evidentiary complaint for appeal, a party must make a timely objection when the evidence is offered; an objection made by a co-party does not preserve error for another party who remains silent.
- Under former Texas Article 3731b, accurately reproduced copies of records (including photocopies) may be admitted if the statutory requirements for reproduction and authentication are satisfied.
- A partner may remain liable to a creditor for post-dissolution obligations incurred in the partnership name when the creditor had prior dealings with the partnership and did not receive notice of dissolution before extending credit.
- In this setting, liability may rest on the creditor’s reliance on the apparent continuation of the partnership and the authority of the partners, not on proof that the creditor specifically relied on the former partner’s personal credit or that the former partner personally benefited from the transaction.
Conclusion
The court affirmed a bench-trial judgment holding Charles Wolfe jointly and severally liable for an unpaid open account because East Texas, a prior creditor, received no notice that the Wolfe Construction partnership had dissolved and extended credit believing the partnership continued; Charles also failed to preserve any complaint about photocopied invoices by not making his own timely trial objection, and the copies were admissible under Texas law in any event.