Armstrong

The plaintiff filed a com-

plaint to recover the balance of an- account for goods, wares and merchandise sold and delivered] alleging the existence of a copartnership between the defendants. An agreement was introduced in evidence dated October 27, 1923, which it is conceded establishes the fact that the defendants did enter into a partnership undertaking on that date. On this basis, and after proof that the goods were ordered a week or two before November 28th, by one of the partners, H. P. Zumwalt, the date in November being that of delivery, the trial court rendered a judgment against all of the defendants over whom the court had acquired jurisdiction. The defendant W. D. Edwards alone appeals from the judgment.

The agreement to which we have referred contains the following closing paragraph: “As soon as practicable a corporation shall be formed, and stock shall be issued to the parties hereto in proportion to the respective interests of the parties hereto, as hereinbefore set out.” The corporation thus agreed to be brought into being was incorporated on November 17, 1924. Appellant contends that without any proof of the transfer to the corporation of the partnership assets…