The plaintiffs, Caryl Loomis Olive and Bernice Loomis Worthington, citizens of Texas, bring this action against the defendant, A. H. Turner, a citizen of Oklahoma, and ask for a partnership accounting and for dissolution of the partnership or declaratory relief. The defendant denies that a partnership between the parties exists and alleges that the legal relationship between the parties is that of landlord and tenant.
The plaintiffs’ cause of action is based upon a written agreement entered into by and between the parties on August 27, 1947.1 Although the agreement is entitled “Lease (Standard Form)” plaintiffs urge that this agreement evinces an intent to establish a partnership between the parties and not merely an agricultural lease arrangement; in support of this argument plaintiffs rely in particular upon certain “Special Terms” made part and parcel of the Lease. These Special Terms provide:
“Parties of the First part (plaintiffs) and Party of the second part (defendant) each agree to furnish one-half of all feed and seed, and to share and share alike in everything raised, both live stock, poultry, crops and produce of all kinds, including the cream and eggs.
“Machinery; Party of the second part to furnish and keep in repair all farm equipment, except the special equipment, including truck, cream separator, hay baler, feed grinder, combines, silage cutter and any other equipment that they may mutually decide upon, such special equipment to be furnished and kept in repair on a fifty-fifty basis.
“Labor; Party of the second part to furnish all labor required, except where extra help is needed in crews, such as threshing, baleing (sic), etc, such extra help to be on a fifty-fifty basis.
“Expense; Necessary materials such as twine, baling wire, fuel and oil, threshing and combine bills to be on fifty-fifty basis.
“Party of the second part to have milk, cream and eggs for family use before such produce is divided and said secón (sic) party also agrees to board all hired help, when meals are required, with cost to first party.
“Farm up keep and repairs ; Party of the first part to furnish all material required to keep buildings and fences in a usable condition, *481party of the second part to use such material to best advantage and without further cost to parties of the first part.
“Settlement; Party of the second part agrees to keep a good and sufficient record of all expense and of income received and will submit such record ot (sic) parties of the first part for their audit and approval on the first day of Jany (sic) of each year during the life of this lease or (on any other date mutually agreed upon by all parties concerned,) and to pay to each of the parties of the first part their their (sic) one-third of the net income after their share of the necessary expense has been deducted from their gross income.
“It is hereby understood that the term fifty-fifty used herein is fifty % to parties of forst (sic) part and fifty % to party of second part, and the fifty % to parties to parties (sic) of the first part to be equally divided between the three parties of the first part.”
The Court has carefully studied the sued upon written agreement in an effort to determine the actual intent of the parties.2 From the instrument itself the Court gains the general impression that such instrument does not evidence an intent to bring about a partnership arrangement. The overall tenor of the written agreement implies that the defendant has leased the realty in question from the plaintiffs and is in the position of a tenant.3 However, the Special Terms attached to the standard form Lease, although not contradictory to the Lease proper, do give rise to some ambiguity insofar as our common conception of an agricultural lease arrangement is concerned; and, said terms amount to a modification of the general practice of a simple payment of rent in return for a lease. Although these Special Terms cannot be deemed actually repugnant to the first portion of the Lease agreement,4 the written instrument, viewed as a whole, is sufficiently ambiguous or devoid of clear intent to warrant the introduction of parol testimony for the purpose of establishing the actual intent of the parties at the time of the execution of the instrument in controversy.5
Although in the abstract theory of the law it is comparatively easy to define the component parts of a general partnership, often it is very difficdlt to apply the facts of an individual case to the applicable law; this is particularly true where, as here, the alleged partners are litigating between themselves, as distinguished from where a third party asserts that a partnership exists.6
The general test applicable in the instant case is found in Municipal Paving Company v. Herring:7
*482“* * * No definite rule has ever yet been laid down which can be said to be a conclusive test as to whether or not a partnership exists inter sese from a given state of facts, but there must be, to constitute the same: (a) An intent on the part of the alleged partners to form a partnership; (b) there must be a participation generally in both profits and losses; (c) there must be such a community of interests as enables each party to make contracts, manage the' business, and dispose of the whole property.”
From all the evidence introduced, including the written agreement and pertinent parol evidence,8 the Court has reached the conclusion that a modified form of agricultural lease agreement exists between the parties litigant rather than a general partnership.9
For several years prior to the time the written agreement here sued upon was executed, the parents of plaintiffs had a contractual arrangement with the defendant somewhat similar if not identical to the agreement in issue.10 This previous arrangement between said parents and the defendant proved to be profitable and of mutual benefit; plaintiffs’ parents had the needed land to lease to the defendant, along with other capital, whereas the defendant proved to be both dependable and possessed .of considerable ' business judgment and ability insofar as- farming and- cattle raising was concerned.11
*483In June or July of 1947 Loomis (plaintiffs’ father) who had handled all the personal dealings with the defendant suffered a heart attack; and, in order to make certain that his daughters could enjoy the same profitable business relationship theretofore experienced by Loomis and the defendant, plaintiffs’parents conveyed the realty in question to the plaintiffs and at approximately the same time directed the execution of the written agreement now in issue. At the time of the signing of this August 23, 1947, agreement there was a side understanding between the plaintiffs and their parents that the parents would continue to enjoy all rights and privileges in connection with the venture in question so long as either parent lived. Thus, the parents attempted to see to it that their capital in the hands of their children would continue to earn-an excellent return and yet at the same time defer any direct enjoyment of profits by said children until such time as the parents would no longer have any personal need for such income. This side agreement was respected by all parties and the plaintiffs first became entitled to directly enjoy the proceeds of the venture in question in January of 1952, the date of the death of the surviving parent, Mrs. Loomis.
This history, although not conclusive in and of itself, tends to persuade the Court that the plaintiffs did not contract for that type of a community interest wherein all parties to the agreement were authorized “to make contracts, manage the business, and dispose of the assets of the venture.” The defendant had exercised and apparently was to continue to exercise complete and exclusive responsibility over the realty and the agricultural operation thereon.12 Admittedly, the mere fact that Loomis had not occupied the position of partner with the defendant would not technically prohibit Loomis’ daughters from entering into a general partnership with the defendant; however, inasmuch as the evidence indicates no intention to depart from the then established business practice the previous relationship is of considerable force in determining the actual intent of the parties at the time the instrument in issue was executed.13
A mere community of interest as owners of specific personal property, or the sharing of profits of a particular venture or business does not, in and of itself, constitute a partnership14 and such community of interest and income sharing is all that the plaintiffs *484have convincingly established by the adduced evidence; there is no showing that as between the parties there was ever any intent to enter into a general partnership agreement. The absence of such an intent is most strongly implied from the fact that nowhere in the record is there evidence that all parties to this agreement were understood to have joint authority or right in the administration and control of the property in which the community of interest lay, thus making all parties co-principals and agents for the other parties to the agreement.15 Naturally, where the litigation is between the parties themselves the actual intent must be controlling and ordinarily in such case a partnership should not be ruled to exist by implication or operation of law.16
Nowhere in the introduced evidence lies even an inference that the defendant in his operation under this written agreement should be subject in any way to the authority or control of the plaintiffs insofar as the mode of operation of this venture is concerned; the exclusive possession of the land covered in the lease agreement was leased to the defendant17 and although certain mutual investments were to be made in regard to feed, seed, special equipment and other specifically enumerated operating expenses, under the Special Terms of the written instrument, the defendant’s only duty insofar as conferring with plaintiffs was to make a complete and accurate accounting at the end of each year.18 In the event of a contractual violation by defendant, plaintiffs’ remedy lay in terminating the lease and in taking possession of the premises.19 Obviously, at such time a settling and liquidating of the undivided interests of the *485parties in and to the various chattels could take place in a manner like unto the termination of any other venture •wherein undivided interests in property exist.
Although there is some fragmentary evidence which patently tends to prove that the defendant has by his own admissions and actions recognized the existence of a partnership20 the weight of the evidence is clearly against such a finding; the isolated items of evidence urged by the plaintiffs are not sufficiently persuasive to alter the impact of the evidence in its entirety. At most the word “partnership”, which was used by the defendant for the first time several years after the contract in question came into existence, was employed to identify and distinguish this venture’s personalty from property individually owned; the word was in nowise used with its legal connotation and cannot be relied upon to overrule the clear effect of all the evidence.
Inasmuch as the plaintiffs have failed to prove the existence of a general partnership they are not entitled to an equal voice in the management of the business venture in question and of course are not entitled to a decree of dissolution. Naturally, the agreement still stands to protect the plaintiffs’ interest and the defendant must comply with the written terms thereof, or subject himself to a cancellation of the agricultural lease agreement and a termination of the business arrangement set up by the Special Terms attached to the lease.21
The defendant is entitled to judgment. Counsel should submit a journal entry to conform with this opinion within ten days.