partners received the bill in question; and it was competent to either of them, by his indorsement in the name of the firm, to pass their interest in the bill; and the plaintiffs, ignorant of any fraud at the time, take it by such indorsement from one of the partners; then, if the interest of the plaintiffs in the bill were once well vested, no subsequent knowledge that such indorsement was made without the consent of one of the partners, will devest it. And it would be highly inconvenient that it should; because, if the plaintiffs had been apprized at the time that the partner who indorsed the bill had no authority to do so, they might have obtained some other security for their demand."

The case of Vere v. Ashby (a) was not so strong in its circumstances, but was decided on the same principles. Ashby and Rowland were partners, trading under the firm of that name. They opened an account in that name with the plaintiffs, who were bankers, and who discounted bills for them, carrying the proceeds to that account. A short time after this account had been opened, Shaw joined the partnership of Ashby & Rowland, but the business of the firm was conducted as before. Shaw never appeared in the business, nor was he introduced or known to the plaintiffs, nor even to the clerks of the partnership, as a partner; moreover, he was abroad from the commencement of the partnership until about the time of its dissolution. During the period of Shaw's partnership, Rowland indorsed two bills in the firm of Ashby & Rowland, to the plaintiffs, who discounted them, and carried the proceeds, as usual, to the account of Ashby & Rowland. The plaintiffs were not aware that the money raised by these bills was intended to be applied to other than partnership purposes. At the dissolution of the partnership, and not before, the plaintiffs ascertained that Shaw had an interest in the firm. In an action against Ashby, Rowland, and Shaw, as indorsers of these bills of exchange, a question being raised as to the liability of Shaw, the Court of King's Bench held that he was clearly liable.

The same principles apply to acceptances. In the case of Lloyd v. Ashby (b), Ashby, Rowland, and Osborne were part

(a) 10 Barn. & Cress. 288; Lloyd & Welsby, 20.
(b) 2 Barn. & Adolph. 23.

T

ners under the firm of Ashby & Co. In May, Osborne left the partnership, which was thenceforth carried on in the name of Ashby & Rowland. In June, Shaw entered the firm as a dormant partner. In July, the plaintiff supplied goods to Hugh Rowland, the father of the defendant Rowland, who, in payment of the amount, drew and delivered to the plaintiff a bill payable to the plaintiff's order, and addressed to Ashby & Co. The bill, after delivery to the plaintiff, was accepted by the partner Rowland in the name of Ashby & Rowland. On an action brought against Ashby, Rowland, and Shaw, as acceptors, the Court of King's Bench held, notwithstanding the variance between the names to which the bill was addressed, and those in which it was accepted, that the three defendants must be taken to be the persons designated by the acceptance in the name of Ashby & Rowland, and that the acceptance was binding on them all.

Again, in the case of Wintle v. Crowther (a), Crowther & Combes carried on the business of coal merchants at Bristol, Combes being a secret partner, residing at Newport; Crowther also carried on the business of a slop-seller at Bristol, on his own separate account. In the latter business, Crowther contracted a separate debt with the plaintiffs, for which they drew on him two bills of exchange, one of which was dishonoured. Upon the other bill becoming due, it was delivered, together with the dishonoured bill, to Crowther, who instead thereof gave the plaintiff's a bill, accepted in the firm of Crowther & Co., which greatly exceeded the amount of his separate debt. The plaintiffs had likewise in their hands another bill accepted by Crowther & Co. At the time these latter bills were taken by the plaintiff's, they knew nothing of Combes, and they made no inquiry after him, until long after the bills were due; treating Crowther as if he only were the person bound by the bills. In an action against both Crowther and Combes, as the acceptors of these bills, the plaintiffs recovered a verdict, which the Court of Exchequer permitted to stand, subject to deduction of the amount of Crowther's separate debt.

Even if the bill be accepted in the name of one partner only, and not in that of the firm, yet, if the bill be addressed to the

(a) 1 Cromp. & Jerv. 316; 1 Tyr. 210.

firm, all the members of it, whether dormant or not, will be bound by such acceptance; for, as Lord Ellenborough said— "The acceptor must be understood to exercise his power to bind his copartners, and to accept the bill according to the terms in which it is drawn (a)." Two cases had been decided in conformity with this doctrine. In Wells v. Masterman (b), an action of assumpsit was brought on two bills of exchange drawn by the plaintiffs on the defendant, by the style of James Masterman & Co., accepted by James Masterman only, without the words " & Co." James Masterman carried on a separate trade, and the plaintiff had had dealings with him before his partnership, but he also had dealings with the partnership; and there was nothing to shew any fraud on the part of the plaintiff. Lord Kenyon held that all the firm were liable, observing, that "if a bill is drawn upon the partnership in their usual style and firm, and it is accepted by one of the partners, it certainly binds the partnership to the payment of it." So, where a bill was drawn on Messrs. R. & Co., and R. accepted it thus "Accepted, T. R."-Lord Ellenborough said, "The partners are bound by this acceptance. It would have been enough if the word 'accepted' had been written on the bill; and the effect cannot be altered by adding 'T. R.' (c)."

II. 2. Secondly.-Suppose the partnership to be conducted in the name of an individual partner, as A., and that a bill is drawn, indorsed, or accepted in the name of A. In this case it does not appear by the instrument, that a partnership name is pledged; therefore, if A. and B. be the partners, carrying on trade under the firm of A., and an action is brought against A. and B., on a bill drawn by A., the plaintiff must be prepared to shew that A. drew the bill, not as A., but as A. and B. In Ex parte Bolitho (d), Peter Blackburn was a secret partner with Isaac Blackburn, in the business of ship-builder at Plymouth, and likewise carried on a separate trade as general merchant, in his own name, in London. Isaac kept a banking account in his own name at Plymouth; Peter kept a banking account in his own name with Down & Co. in London. Isaac

(a) 1 Camp. 384.

(b) 2 Esp. 731.

(c) Mason v. Rumsey, 4 Camp.

384; Dolman v. Orchard, 2 Car. & P. 104.

(d) Buck, 100.

drew bills in his own name upon his correspondents in London in favour of himself. These bills he indorsed; and when the bills were accepted, Peter was in the habit of discounting them with Messrs. Down & Co.; and when the bills were so discounted, Peter also indorsed them with his own name. The question was, whether Down & Co. were joint creditors of the two Blackburns, it being contended on the one hand, that the bills were drawn and the money raised for the accommodation of Peter Blackburn's separate trade; and on the other, that Down & Co. supposed that the money to be raised by the bills was to be applied to partnership purposes; and that, as the bills were drawn in the name under which the partnership was carried on, the holder had a demand upon the partnership, by force of the contract. Lord Eldon directed issues to try whether the bankrupts were jointly liable upon all or any of the bills, and whether they were jointly liable as for monies lent and advanced.

In The South Carolina Bank v. Case, the leading facts of which have been already stated (a), it appeared that the business of the house of Crowder, Clough, & Co., was carried on in England in that name; but that, in the United States, all the partnership business was transacted in the name of J. B. Clough alone. He had no individual business whatever, and the name of J. B. Clough was never used by him in trade, or in drawing, indorsing, or accepting, or negotiating bills of exchange, except for the benefit and on account of the partnership. The Court of King's Bench held, that J. B. Clough was to be considered as the name of the firm for the purposes of business in America, and consequently that he and the bankrupts were liable as indorsers of the bills, which were the subject of the issue in that case.

It has even been held that the indorsement of a bill by one partner, although not in the name of the firm, will nevertheless be binding on the firm, if it be proved that there has been a habit of so indorsing their bills. In a case where the declaration stated that a bill of exchange was indorsed by certain persons trading under the firm of H. & F., by procuration of A.;-it was held that this allegation was supported by evidence that there had formerly been a firm of H. & F.; that this firm

(a) Ante, p. 260.

was afterwards changed to that of H. & Co., in which A. was a partner, but in which there was no person of the name of F.; that A. indorsed the bill in question; and that he being managing partner of a firm which transacted all other business under the name of H. & Co., was in the habit of indorsing bills in the firm of H. & F. (a).

However, the general rule is, that if a bill be drawn upon or indorsed in the name of A. only, and the partnership firm is that of A. & B.; then, although the contract, in respect of which the bill is given, may in fact be a joint contract, still the firm will not be liable on the bill, because the bill, on the face of it, imports a several contract. In a case of this nature, the names of the other partners cannot be supplied by intendment (b).

III. It has been observed, that the firm are bound by notes drawn by one partner in their name. There are some cases where, from the form of the instrument, one partner may, and the other may not be individually liable on the note, and yet the firm are jointly liable. Thus, where A., B., and C. are partners, and a note is drawn by A. in this form-" December 16th, 1805. Sixty days after date, I pay Lord Viscount G. or order, £200, value received. For A., B., & C.-A. ;" such a note binds the firm of A., B., & C.; though it should seem that only A. can be sued upon it separately, because, on the face of the instrument at least, his is the only separate contract (c). So, in a case where the persons in whose names the note was drawn were partners, and the note was in this form"I promise to pay the bearer on demand £1, value received. Southampton, March 24th, 1818. For A., B., & C.-A.; " although it was held clearly, that A. might be sued separately on this note, yet there was no question that all might have been sued jointly (d).

(a) Williamson v. Johnson, 2 Dowl. & Ryl. 281; 1 Barn. & Cres. 146.

(b) See post, chap. 2, sect. 2.

(c) Lord Galway v. Matthew, 1 Camp. 403; and see Clark v. Blackstock, Holt, 474; March v. Ward, 1 Peake, 131; Wilks v. Back, 2 East,

142. See the next note.

(d) Hall v. Smith, 1 Barn. & Cres. 407; 2 Dowl. & Ryl. 584. In this case it is said, arguendo, that all the parties might have been sued jointly, or any one severally: sed qu. On this point, D. Holroyd, J.-" It is unnecessary to decide whether the