this rule has been carried so far that where A took a lease of a mine for twenty-one years, and declared himself a trustee for five persons who worked the mine in partnership, it was held that the lessee being insolvent the lessor might recover the rent from the partners for the time during which they took the profits, they being deemed in equity in the same situation as if they had been assignees of the lease.1 Agreements between partners not obligatory on third persons, except those having notice thereof. SEC. 407. Of course, any arrangement between the partners themselves cannot limit or prevent their ordinary responsibilities to third persons, unless the latter assent to such arrangement. "Suppose a case," said Lord Tenterden, "where two persons in partnership for the sale of horses agree between themselves never to warrant any horse, yet though this be their course of business, there is no doubt that if, upon the sale of a horse, the property of the partnership, one should give a warranty, the other would be thereby bound." Again, as we shall sec presently, it is within the general authority of a partner to bind the firm by drawing, accepting or indorsing bills of exchange in the partnership name. Now, even if it be agreed that a partner shall not have such authority, and he transgress the terms of the agreement in Hyatt, id. 138. The case of The National Bank of Watertown v. Landon, 45 N. Y. 410, is distinguishable from this by the fact that in the case quoted there was a special agreement between the stockholders under which the business was continued after the legal expiration of the charter, by which they made themselves partners in fact as well as in law, and they were held liable as bound by the acts of one as a partner having power to bind all, and not by reason of any special agency in the individual by whom the debt was incurred. Fuller v. Rowe, 57 N. Y. 23, relied upon by the plaintiff's counsel, is fatal to the plaintiffs, the court there expressly adjudging, that to make parties assuming to act in a corporate capacity, without a legal organization as a corporate body, liable as partners, it must be shown that the individuals sought to be charged were so acting at the time the contract sued upon was made, or that upon some consideration they agreed to become liable with the others as partners. To constitute a partnership there must be the assent of the individuals to the creation of that rela tion between them, and in the cases relied upon by the counsel for the plaintiff there has been a partnership by express agreement, or an authorization in advance and a consent to be bound by the acts of others as partners, or by the particular act in question, or a ratification of the acts after they were performed with full knowledge of all the circumstances necessary to an intelligent avowal or disavowal of them, or some acts by which an equitable estoppel has been created-none of which circumstances exist in this case. Thicknesse v. Bromilow, 2 C. & J. 425; Anthony v. Butler, 13 Pet. (U.S.) 423; Eastman v. Clark, 53 N. H. 276; Vassar v. Camp, 14 Barb. (N. Y.) 341." 1 Clavering v. Westley, 3 P. W. 402. For an instance of a partner being considered at law in the light of a tenant, see Doe v. Sales, 1 M. & S. 297. 22 Barn. & Ald. 697. See Smith v. Jameson, 5 T. R. 601; Lord Craven v. Widdows, 2 Chan. Cas. 139. An arrangement of this kind by a dormant partner is not more effectual. Hubert v. Nelson, Davies' B. L. 8; Wats. Partn. 168. this respect, the firm will nevertheless be bound, as far as regards all third persons who have no notice of the arrangement. In the case of the South Carolina Bank v. Case,' Crowder, Perfect, and J. B. Clough carried on business in copartnership, as factors and commission merchants in England and America; in England, under the firm of Crowder, Clough & Co.; in America, in the name of Clough alone. When Clough went to America, he had written instructions from his partners, one of which was "It is understood that our names are not to appear on either bills or notes for the accommodation of others, and that they should appear as little as possible on paper at all, and then only as regards direct transactions with the house here." Crowder, Perfect, and Clough, in order to obtain consignments from America, made advances, or granted drafts or bills of exchange, or indorsements of them, to their principals, on the security of the goods consigned. In order to obtain a consignment from Weyman, of Charleston, Clough in his own name indorsed bills for him, which were to be provided for by others drawn by Weyman on Crowder, Clough & Co., in England, which were to be provided for by the proceeds of the consignment. Before the latter bills were presented for acceptance, Crowder and Perfect had become. bankrupts; it was held that the indorsement of the bills by Clough must be considered as an indorsement by the firm, and that the bankrupts and Clough were liable as indorsers of the bills. A stipulation in partnership articles that one partner shall not contract debts without the consent of the other does not affect third persons dealing with the firm in the usual course of business.' The principle upon which this rule rests is, that each partner is the general agent of the others, consequently, as to all matters within the scope of his real or apparent power, he may bind them, and if his powers are special or limited to be operative, notice must be given of the extent of such limitations, or persons dealing with him in ignorance thereof are not bound thereby.3 On the other hand, where the creditor has express notice of a private arrangement between the partners, by which either the power of one partner to bind the firm, or his liability in respect of partnership contracts, is qualified or defeated, in such case, it is clear that the creditor himself must be bound by the arrangement between the part 18 Barn. & Cres. 427; 2 Man. & Ryl. 459. Frost v. Hanford, 1 E. D. S. (N. Y. C. P.) 540. 3 Pahlman v. Taylor, 75 Ill. 629; Kenner v. Alvater, 77 Penn. St. 34; 2 ners. In Minnet v. Whitney, three persons were in partnership as sugar brokers, and after trade had been carried on some time, one of the partners gave notice of his intention to withdraw from the firm, which was agreed to. Afterward the other partners treated with a trader for some raw sugar. The retiring partner then gave notice to the trader, that he would not be accountable for any sugars which the remaining partners might buy of him; and the trader having answered that he was satisfied with the security of the remaining partners only, the retiring partner was held not liable. So, in the case of Ex parte Harris, wines were ordered in the joint names of two partners, A and B. Before the delivery of them the partnership was dissolved, and the creditors had notice of the dissolution. The creditors drew a bill upon both partners for the wines, but when it was presented at the house where the partnership had formerly been carried on, and where A, the remaining partner, carried on his separate concern, A refused to accept the bill in the partnership firm, and accepted it only on his separate account, and in his own name, and the wines were afterward delivered to A, it was held that the delivery of the wines was made to A only, and that B was not liable in respect of this contract. Upon the same principle where the creditor has express notice that by an arrangement between the partners one of them, though appearing to the world as a partner, is not to participate in the profit and loss, and is not to be liable as a partner, the creditor will be bound by the arrangement.3 Disclaimer of one partner, operative when, 4 SEC. 408. It seems, also, that the mere disclaimer by one partner, of the future contracts of his copartner, will be binding on third persons, whatever be the effect of such an act between the parties themselves, or whether it be or be not in conformity with the partnership agreement. Thus, in Willis v. Dyson, one of two partners sent a circular in these words: "I am sorry that the conduct of my partner compels me to send the annexed circular. I recommend it to you to be in possession of my individual signature before you send any more goods." The partnership was afterward dissolved. There appears to have been no proof of any misconduct on the part of the accused 15 Bro. P. C. 489; 16 Vin. Abr. 244. See Vice v. Fleming, 1 Younge & Jerv.227. 21 Madd. 583. Alderson v. Clay, 1 Camp. 404. see Brown v. Leonard, 2 Chit, 120 But 41 Stark. 164. See, also, v. Layfield, 1 Salk. 291; Minnet v. Whitney, supra; Rooth v. Quin, 7 Price, 193; Lord Galway v. Mathew, 1 Camp. 438. partner. But Lord Ellenborough ruled that a person who had supplied goods between the times of the receipt of the letter and of the dissolution could not charge the firm, unless he could prove some act of adoption by the partner who gave the notice, or that he derived some benefit from the goods. Limitations upon the authority of a partner, when operative. SEC. 409. When an agreement is entered into between the members of a firm that each shall be individually liable for goods purchased by him for the firm all persons dealing with the individual members of the firm knowing of the existence of such agreement are bound to look to the members of the firm with whom they dealt, and cannot charge the firm with goods sold to him for its use. In the absence of knowledge of the real contract between the partners, third persons are justified in dealing with any partner in reference to any matter within the scope of the partnership business, but if limitations are under the contract imposed upon the powers of any or all the partners, any person dealing with them with knowledge of such limitations is bound thereby and cannot charge the firm as to any matter in excess of such limitations. In this respect the same rules apply, as in the case of an ordinary agency. But, as to limitations imposed after the contract is entered into, unless assented to by all the partners, so as to form a new contract to that extent, they are not obligatory, and one of the partners, nor even a majority of them, cannot by notice or otherwise free themselves from liability for the acts of the others as to any matter within the scope of the business in which they are engaged, if the partnership had the benefits of his contract, or there is any thing upon which an adoption by the firm express or implied can be predicated. If, however, there is no adoption of the act by the other partners, it seems that positive notice brought home to the plaintiff before the contract is made that the firm will not be liable for the contracts of one of the partners will shield the company from liability. In an English case, an action was brought against the defendants as surviving partners of T. Whitsmith, upon a promissory note made and signed by J. Matthew, one of the firm. The note was as follows: In Urquhart v. Powell, 54 Ga. 29, such an arrangement existed as to the share of labor that each partner was to furnish in the working of a farm, and it was held that a laborer hired by one partner, who knew of the arrangement, 4 could not recover against the partnership for his services. 2 Alderson v. Pope, 1 Camp. 404. 3 Willis v. Dyson, 1 Stark. 164. Galway v. Matthew, 10 East, 264. See, also, Greenwood's case, 3 DeG. M. & G. 476. 66 Sixty days after date I pay Lord Viscount Galway, or order, 2007., value received. For J. Matthew, T. Whitmarsh and T. SmithJ. MATTHEW." son. Lord Ellenborough held that this note bound the firm prima facie. Subsequently, however, it was proved that before the date of the note Smithson had advertised in a newspaper read by the plaintiff, that he would not be answerable for any bills or notes issued by Matthew in the name of the firm, and upon this ground there was a verdict for the defendant, which the Court of King's Bench refused to set aside. Rule in Hawken v. Bourne, SEC. 410. What would seem to be the true rule in such cases was announced by Parke, B., in Hawken v. Bourne.' In that case a jointstock company was formed to work a mine, in which the defendant was a stockholder and participated in its proceedings. The prospectus issued on the formation of the company stated that all supplies for the mine were to be purchased at cash prices, and that no debts were to be incurred, and the script certificates bore the same indorsement. The plaintiff supplied goods for the necessary working of the mine on the order of a resident agent, who was appointed by the directors to manage the mine, which was the customary course in such concerns. The court held that the defendants were liable notwithstanding the notice in the prospectus and certificate unless it was also shown that the agent had in fact no authority from the defendants, and that the plaintiff had notice thereof. "Any restriction," said Parke, B., "which any agreement among the partners which is attempted to be imposed upon the authority which one possesses as general agent for the other, is operative only between the partners themselves, and does not limit the authority as to third persons, who acquire rights by its exercise, unless they know that such restriction is made." Mr. Lindley, in his work upon Partnersnip, discusses this question, and carefully reviews the cases. As regards partnerships. SEC. 411. He says, "by law every member of an ordinary partnership is the agent of the firm, so far as is necessary for the transaction of its business in the ordinary way, and to this extent his authority to act for 18 M. & W. 703. See Smith v. Craven, 1 Cr. & J. 509; Ernest v. Nicholls, 6 H. L. Cas. 423; Ridley v. Plymouth Grinding Co., 2 |