(after stating the facts). The proof shows that timber of the value of the amount found to be due by the chancellor was cut and removed from the lands of the plaintiffs. According to the testimony of the plaintiffs, some of this timber was cut by the G-roblebe Lumber Company and some by the Brown-Moore Lumber Company after the latter had acquired the rights of the former to cut and remove the timber upon the payment of. the stipulated price.
The main ground of the defendant for a reversal of the judgment is that, by the terms of the new contract made between all the parties in interest in January, 1922, the plaintiffs and the defendant became partners in the removal of the timber.
All of the plaintiffs denied that there was any intention of forming a partnership between themselves and the defendant for cutting and1 removing the timber from their lands. They testified that the object of the contract entered into in January, 1922, was to modify the rights of all the parties under the former contracts and to obtain security for the amount owed the plaintiffs by the execution of a chattel mortgage from the defendant to the plaintiffs.
Other witnesses corroborated the testimony of the plaintiffs to the effect that no -partnership was formed between the plaintiffs and the defendant for the purpose of cutting and' removing the timber from the lands of the plaintiffs.
T. J. Moore, manager of the Brown-Moore Lumber Company, testified that there was a partnership between the plaintiffs and the defendant; but, on cross-examination, admitted that, if such partnership existed, it was by virtue of the written agreement entered into in January, 1922. As we have already seen, this agreement is very lengthy. It recognizes that timber has been cut from the lands of the plaintiffs in the value of $35,000 under the terms of the original contract. This amount has been arrived at by estimates furnished by the Groblebe Lumber Company when it was cutting the timber and by the Brown-Moore Lumber Company when it succeeded to the rights of Groblebe Lumber Company and began to cut the timber. The new agreement also recites that the Brown-Moore Lumber Company should give a chattel mortgage to secure this indebtedness, and this was done.
The particular clause in the agreement relied upon to constitute the partnership is paragraph No. 14, which reads as follows: “It is further agreed that if, at any time during the life of this contract, it is found that operations cannot be continued on a profitable basis, and that good business judgment would require that same be suspended for a limited length of time, that such suspension may be had for such time as parties hereto may agree in writing, and a suspension for such cause, and -agreed upon as hereinabove specified, shall not work-a forfeiture of this contract on any party thereto.”
It is true that the agreement was written by the attorneys of the plaintiffs, but there is nothing in the language used in this paragraph to show that the parties intended to form a partnership. The agreement nowhere states that the parties intended to form a partnership, nor does it refer to them as -partners. On the other hand, the different parties are spoken of throughout the agreement as separate from each other and as dealing at arm’s length with each other; It was merely a contract by which the defendant succeeded to the rights of the Groblebe Lumber Company in its original contract with the plaintiffs for cutting and removing the timber from their lands at a stipulated price. There was a change in the price to be paid by the defendant for timber to be cut in the future, but this does not indicate that the parties. intended to form a partnership.
As above stated, the tenor of the whole agreement was to modify the terms of the prior contracts between all the parties and to impose new terms for timber to be cut in the future by the defendant from the lands of the plaintiffs, and to secure the plaintiffs by a chattel mortgage executed to them by the defendant. None of the elements of a partnership, as defined in Stone v. Riggs, 163 Ark. 211, are expressed in the contract. Therefore we hold that the language of the contract, when considered in its ordinary acceptation, does not constitute a partnership between the plaintiffs and the defendant for cutting and removing the timber from the lan.ds of the plaintiffs.
Under the terms of the contract, the defendant having succeeded to the rights of the Groblebe Lumber Company and having undertaken to assume its obligations to the plaintiffs, it is liable to the plaintiffs for the amount sued for. No useful purpose could be served by setting out the testimony in detail and reviewing it at length.
.. A careful consideration of the record leads us to the conclusion that the decision of the chancellor was correct, and should be .affirmed.