after notice of his retirement. These decisions will be examined at length hereafter.

Granting that a person, knowing the limits of a partner's authority as set by his copartners, cannot hold them responsible for an act done by him in excess of his authority, it still remains to determine the effect of notice by non-partners of stipulations entered into between the partners themselves.

In Galway v. Mathew,' Lord Ellenborough is reported to have said, "it is not essential to a partnership that one partner should have power to draw bills and notes in the partnership firm to charge the other, they may stipulate between themselves that it shall not be done, and if a third person, having notice of this, will take such a security from one of the partners, he shall not sue the others upon it in breach of such stipulation."

Again, in Alderson v. Pope,' the same judge held, "that where there was a stipulation between A, B, and C, who appeared to the world as copartners, that C should not participate in profit and loss, and should not be liable as a partner, C was not liable, as such, to those who had notice of this stipulation."

These dicta appear to authorize the statement that if partners stipulate amongst themselves that certain things shall not be done, no person who is aware of the stipulation is entitled to hold the firm liable for what may be done by one of the members contrary to such stipulation. But it is submitted that this proposition is too wide. A stranger dealing with a partner is entitled to hold the firm liable for whatever that partner may do on its behalf within certain limits. To deprive the stranger of this right, he ought to have distinct notice that the firm will not be answerable for the acts of one member, even within these limits. Now notice of an agreement between the members that one of them shall not do certain things is by no means necessarily equivalent to notice that the firm will not be answerable for them if he does. For there is nothing inconsistent in an agreement between the members of a firm that certain things shall not be done by one of them, and a readiness on the part of all the members to be responsible to strangers for the acts of each other, as if no such agreement had been entered into. It is immaterial to a stranger what stipulations partners may make amongst themselves, so long as they do not seek to restrict their responsibility as to him; and it is only when knowledge of an agreement between partners necessarily involves

10 East, 264.

* 1 Camp. 404.

knowledge that they decline to be responsible for the acts of each other within the ordinary limits, that a stranger's rights against the firm can be prejudiced by what he may know of the private stipulations between its members.

In Galway v. Mathew,' the plaintiff's knowledge of want of authority was derived, not from notice of any agreement between the partners, but from an advertisement published by one of them, warning all persons that he would no longer be liable for drafts drawn by the others on the partnership account. The passage, therefore, in the judgment, and extracted above, was by no means necessary for the decision of the case. With respect to Alderson v. Pope,3 if all that was meant was that a person knowing that C did not authorize A or B to act on his behalf, could not hold C liable for their acts, the case presents no difficulty; but if any thing more than this was meant, the authority of the decision becomes at least doubtful, it having been held in another case that a person who holds himself out as a partner with others with whom he has no concern, is liable for their acts, even to persons having notice of the true state of affairs; and the decision was based upon the very ground that a person, who holds himself out as a partner with others, expresses his readiness to incur the responsibilities of a partner as regards strangers, whatever he may intend shall be the case between him and those with whom he associates his name. Against the general proposition in question it may be further urged that if partners agree not to be liable beyond a certain amount, and a stranger has notice of that agreement, the notice avails nothing against him. Such an agreement, coupled with notice of it on the part of a person dealing with the firm, is by no means equivalent to a contract between him and it that he shall not hold the members responsible beyond the amount which they may have agreed between themselves to contribute respectively."

The writer is not acquainted with any case in which it has been decided that persons who are aware of the terms upon which partners have agreed together to carry on business are deemed to contract with them upon the basis of the agreement come to amongst themselves. In all cases of this description the real question to be determined is, whether there was distinct notice that the firm would not be answerable

11 Camp. 403, and 10 East, 264.

2 Distinct notice to the same effect existed in Minnitt v. Whitney, 16 Vin. Ab. 244, and 5 Bro. P. C. 489; Willis v. Dyson, 1 Stark. 164.

31 Camp. 404.

Brown v. Leonard, 2 Chitty, 120. 5 See Greenwood's case, 3 De G. M. & G. 476.

to strangers for acts which, without such notice, would clearly impose liability upon it; and in case of any doubt upon this point, the firm ought clearly to be liable, the onus being on it to show sufficient reason why liability should not attach to it.'

Each partner general agent for the others.

SEC. 412. As an incident of all general or commercial partnerships, each partner is a general agent for all, and is invested with full and ample authority to transact any or all business of the firm, and to bind the firm for all his engagements within the scope of the business in which it is engaged. As between themselves, the partnership articles or agreement control, but third persons are not bound to inquire as to restrictive powers placed upon a partner, but may deal with one or all of them upon the faith of their apparent authority, and as to any matter incident to the business generally, as well as to matters which one partner has before been permitted to do with the assent of his copartners, he can bind the firm although the act was fraudulent, and for his own private benefit, or contrary to the instructions of the firm, or the provisions of the partnership contract, provided the person so dealing with him acted in good faith and in ignorance of any restrictions upon his authority, or of his fraudulent intentions.

It has been held that one partner has power to dispose of partnership property against the protests of his copartners, and that if there is even slight proof of intended fraud, such sale will be held void. Williams v. Roberts, 6 Cold. (Tenn.) 497. So it has been held that the implied authority to bind the firm by note or bill may be overcome by proof of notice that the power is revoked, Leavitt v. Peck, 3 Conn. 128; and generally, where a person has notice of any restriction upon the power of a partner he is bound by it. Vice v. Fleming, 1 Y. & J. 227; Willis v. Dyson, 1 Starkie, 165; Baxter v. Clark, 4 lred. (N. C.) L. 127; Fegley v. Sponeberger, 5 W. & S. (Penn.) 564; Matthews v. Dare. 20 Md. 274; Cargill v. Corby, 15 Mo. - 425; Johnston v. Dutton, 27 Ala. 245. Thus where one who was alleged to be a partner with another, gave notice to a party not to give credit to the other partner, and that he would not be bound by any contract made, it was held that he was not liable for future debts contracted by the other partner with the party so notified Monroe v. Conner, 15 Me. 179. In another case four partners agreed to carry on the business of sugar

His

boilers. It was provided in the articles that none of the partners should buy sugars for the trade, without the consent of a majority. After the withdrawal of one of the partners and notice thereof, two of the partners purchased sugars. It was held that the withdrawing partner was not liable to the vendor. Minnit v. Whinnery, 2 Bro. P. C. 323. In another case it was held that where a vendor, before he sells to a partner, has notice that there is a partnership, but each partner is to be liable only for his own purchases, the vendor cannot look to the partnership for payment. But where the vendor is informed there is no partnership existing, he may, on discovering the partnership, make all partners responsible for goods he has sold to any one, that are carried into the firm. Baxter v. Clark, 4 Ired. (N. C.) L. 127.

Stover v. Hinkley, Kirby (Conn.), 147; Manufacturers', etc., Bank v. Gore, 15 Mass. 75; Galloway v. Hughes, 1 Bailey (S. C.), 553; Willett v. Stringer, 17 Abb. Pr. (N. Y.) 87; Pahlman v. Taylor, 75 Ill. 629; Winship v. Bank of The United States, 5 Pet. (U. S.) 530; Beek v. Martin, 2 McMull. (S. C.) 260; Heartt v.

power to this extent is full and absolute, and unless there is bad faith on the part of the person with whom he deals, it is a matter of no consequence whether he acts fairly with his copartners or not. The only question is, whether his acts were within the scope of his apparent authority, and professedly for the firm; and the firm cannot escape liability for matters within the scope of his real or apparent authority, merely because one member has notified the person with whom he deals not to give credits to him on account of the firm.

His real or apparent power cannot be abridged or curtailed by his copartners. Thus, where several persons were jointly engaged in running a plantation, it was held that they could not escape liability for supplies for the plantation furnished upon the order of one of their members, although they had notified the person furnishing them not to give him credit on account of the firm.'

It must be understood, however, that this rule is subject to the qualification that, if there is any thing in the transaction itself, the circumstances surrounding it, or the relation of the parties, that ought to put a third person upon inquiry as to the real power or purpose of the partner in that particular transaction, he deals with him at his peril. Thus, where one member of a firm made a promise to another firm, having dealings and an open account with his firm, in which he individually had an interest adverse to the firm, that upon closing the account certain concessions should be made by his firm, it was held that such promise being made without the knowledge of his copart ners, and clearly in his own interest, and to the pecuniary prejudice of his copartners, was not binding upon the firm."

If the act is not within the scope of his apparent authority, or if it is apparently fraudulent, or there are circumstances calculated to put a man of ordinary prudence upon inquiry, it has the same effect as a special notice, limiting the partner's implied authority. As where he gives a partnership note in settlement of his individual debts, or outside the scope of the partnership business."

Where a partner gave a firm note in renewal of a policy of insurance upon his own property, it was held that the company was charged with notice that it was outside the scope of his partnership authority, and that it would not charge the firm thereon. And under such circumstances a person dealing with him cannot claim the benefit of the presumption that an instrument or contract made in the name of the firm was made on its account and with its authority, but must show

1 Campbell v. Brown, 49 Ga. 417. Goodwin v. Einstein, 51 How. Pr. (N. Y.) 9: Bankhead v. Alloway, 6 Cold. (Tenn.) 56.

Zuel v. Bowen, 78 Ill. 234; Graves v. Kellenberger, 51 Ind. 66; Blodgett v. Weed, 119 Mass. 215; Merchant v. Belding, 49 How. Pr. (N. Y.) 344; Hotchkiss v. English, 4 Hun (N. Y.), 369; Caldwell v. Scott, 54 N. II. 414; Ditts v. Lonsdale, 49 Ind. 521; Harper v. Wrig. ley, 48 Ga. 495; Tompkins v. Woodyard, 5 W. Va. 216; Williams v. Barnett, 10

Kan. 455; Stegall v. Coney, 49 Miss. 761: Ackley v. Stachlin, 56 Mo. 558; Walton v. Tussen, 49 Miss. 569; Russell v. Anable, 104 Mass. 72.

4 Lime Rock, etc., Ins. Co. v. Treat, 58 Me. 415. In Williams v. Roberts, 6 Cold. (Tenn.) 493, it was held that the sale of all the partnership property by one partner is per se suspicious, particularly when such sale is made against the prohibition of his partner, and that a person purchasing it does so at his peril.