for them, the property will be revested in the vendor, subject in the event of bankruptcy to the question of fraudulent preference.1

Companies are clearly liable for goods supplied to them for the purpose of carrying on their business, if ordered by their agents. It has been held that the members of a cost-book mining company are liable for goods supplied to the mine by the order of its directors or resident manager,' and that an ordinary joint-stock company cannot escape liability for goods bona fide supplied to it for the purposes of its business, and by the orders of the superintendent of its works, simply because he may not have been appointed in strict conformity with the company's deed of settlement.3 But the mere circumstance that goods have been supplied to a company in the course of its trade, and have been used by it, is not sufficient to render the company liable for them if they were supplied by the order of persons not authorized to obtain them for the company.*

A covenant by one partner not to sue for a partnership debt does not amount to a release of that debt by the firm, although a covenant by all the partners not to sue would be equivalent to a release," and a release by one partner operates as a release by the firm.'

This last proposition, viz.: that a release by one partner is, in point of law, a release by all, is strongly illustrated by those cases in which attempts have been unsuccessfully made by one partner to set aside a release given by a copartner without his consent.

8

In Furnival v. Weston the members of a firm sued the defendant for a libel on the firm published by him. One of the partners, without the consent of the others, released the defendant, and there being no fraud in the case, the court refused to set the release aside. In Arton v. Booth, the two plaintiffs, Arton & Dawson, had been partners, but they had dissolved partnership, and it was agreed between them that Arton should get in the debts of the firm, and that Dawson should not interfere with him. The defendant was sued for a debt owing to the plaintiffs, and after action brought, Dawson released him on receiving payment. Although the release deprived the plain

'De Tastet v. Carroll, 1 Stark. 88.

2 Newton v. Daly, 1 Fos. & Fin. 26; Tredwen v. Bourne, 6 M. & W. 461; Hawken v. Bourne, 8 id. 703. As to Vice v. Anson, 7 B. & C. 409, see the above cases, and Owen v. Van Uster, 10 C. B. 318.

3 Smith v. Hull Glass Co., 11 C. B. 897. Kingsbridge Flour Mill Co. v. Plymouth Grinding Co., 2 Ex. 718.

Walmsley v. Cooper, 11 A. & E. 216. Deux v. Jefferies, Cro. El. 352. 12 Ro. Ab. Release, 410 D.; Hawkshaw v. Parkins, 2 Swanst. 539. 8 7 Moore, 356.

94 Moore, 192; see, too, Jones v. Herbert, 7 Taunt. 421; E. C. L. R. 2, and compare Barker v. Richardson, 1 Y. & J. 362.

tiffs of their costs, the court would not interfere as no case of fraud was made out. So in the recent case of Phillips v. Clagett,' where partners brought an action against the defendant for illegally pledging their property, the court gave him leave to plead a release previously given by one of the partners.

However, if it can be shown that one partner has in fraud of his copartners and in collusion with the defendant executed a release for the purpose of preventing them from enforcing a just demand, the defendant will not be allowed to plead this release as a defense to an action against him. Thus, in Barker v. Richardson, the plaintiffs, Barker and Owen, had been partners, but they had dissolved partnership, and it was agreed that Barker should get in the debts owing to the firm, and, if necessary, sue for the same. The defendant was indebted to the firm, and had notice of the above agreement. was also a creditor of Owen on a private account, and Owen, against Barker's consent, gave a receipt for the partnership debt, and, after the commencement of the action by Barker for the recovery of that debt, gave the defendant a formal release. The evidence showed that the release was given to defeat the action, to prevent Barker from recovering the debt due to the firm, and as a part of a scheme for discharging Owen's private debt to the defendant. Under these circumstances the release was not allowed to be pleaded.

The firm is bound by all representations made by a partner whilst acting within the scope of his implied authority, and having reference to the business of the firm; but not by statements made by him as to his authority to do that which the nature of the business of the firm does not impliedly warrant. A joint-stock company is not bound by the statements of one of its members, unless he is also the agent of the company, and his business is to make statements on its behalf." Nor is a company bound by statements made by one of its directors, if he is not singly an agent of the company. But a company is bound by the statements of its directors, if made by them for the company and in the course of the business which it is their duty to transact."

111 M. & W. 84.

21 Y. & J. 262; see, too, Aspinall v. The London & N. W. Rail. Co., 11 Ha. 325; Phillips v. Clagett, 11 M. & W. 84. 3 Rapp v. Latham, 2 B. & Ald. 795; Blair v. Bromley, 2 Ph. 354; Wickham v. Wickham, 2 K. & J. 478. + Ex parte Agace, 2 Cox, 312.

6

'Burnes v. Pennell, 2 Ho. Lo. Ca. 497. Holt's case, 22 Beav. 48; Gibson's case, 2 De G. & J. 275; Nichol's case, 5 Jur. (N. S.) 205.

'See The National Exchange Co. of Glasgow v. Drew, 2 M'Queen, 103; Meux's Executor's case, 2 De G. M. & G. 522.

The admissions of one partner with reference to a partnership transaction is evidence against the firm,' but it is not necessarily conclusive. An admission by one person who afterward enters into partnership with others is no evidence against them, merely because they and he are partners when the evidence is sought to be used.' Moreover, in a suit in equity against partners, the answer of one of them cannot be read against the others, unless the cause is heard on a motion for decree, in which case every answer may, if due notice be given, be treated as an affidavit.

4

Companies are affected by admissions made by their directors or agents, and relating to matters within the scope of their authority, but not by other admissions."

Any partner can dispose of any of the partnership goods, and in one case it was even held that he could make a valid sale of the partnership books.

If by any event the partners become mere tenants in common of the partnership goods and one assumes to sell them, the purchaser, although he may only become tenant in common with the other partners, will, nevertheless, if he gets possession of the goods, be able to retain them as against his cotenants, for no action lies at the suit of the latter for the recovery of the goods.

One partner has implied authority to hire servants to perform the business of the partnership, and the writer presumes that one partner has also implied authority to discharge them, although he cannot do so against the will of his copartners. 10

Where necessary, one partner may bind the firm by chartering a ship on its behalf, and one partner may mortgage a ship belonging to the firm."

1 Wood v. Braddick, 1 Taunt. 104; Pritchard v. Draper, 1 R. & M. 191; Nicholls v. Dowding, 1 Stark. 81; Sangster v. Mazarredo, id. 162; Thwaites v. Richardson, 1 Peake, 23; Grant v. Jackson, id. 268; Wright v. Court, 2 C. & P. 232. As to part-owners, see Jaggers v. Binnings, 1 Stark. 64.

Wickham v. Wickham, 2 K. & J. 491, where the point in question was the amount of a debt.

3 Tunley v. Evans, 2 Dowl. & L. 747; Catt v. Howard, 3 Stark. 3.

4 Parker v. Morrell, 2 Ph. 453; Dale v. Hamilton, 5 Ha. 393.

'See Bell v. The London and Northwestern Rail Co., 15 Beav. 548; Meux's Executor's case, 2 De G. M. & G. 522. 6 Lambert's case, Godb. 244. 'Dore v. Wilkinson, 2 Stark. 287.

8

Litt., 323; Fox v. Hanbury, Cowp. 445; and see Buckley v. Barber, 6 Ex 182.

Beckham v. Drake, 9 M. & W. 79. A servant of the firm is a servant of each of the partners, and may be described accordingly in an indictment for stealing the separate property of one of the partners, R. v. Leach, 3 Stark. 70. 10 Donaldson v. Williams, 1 Cr. & M.345.

See as to chartering, Thomas v. Clarke, 2 Stark. 451, E. C. L. R. 3, and as to mortgaging, Ex parte Howden, 2 M. D. & D. The circumstance that a person is registered as part owner does not, per se, render him liable for the acts of the other owners. Myers v. Willis, 17 C. B. 77, and 18 id. 886; Brodie v. Howard, 17 C. B. 109.

The foregoing from page 658 is from Lindley on Partnership.

Ratification of acts done in excess of authority.

SEC. 415. An act done by one partner beyond the scope of his powers may be ratified by the firm, so as to make the firm as such liable therefor, but a full and complete ratification must be shown, and a mere failure to deny its liability cannot be construed as a ratification. All acts done by a member of a firm, in the firm name, are presumed to have been done for a partnership purpose, and within the scope of his authority as a partner, and the burden is upon the copartnership to establish the contrary. This presumption, however, does not apply, except as to matters within the scope of his apparent power; nor where the person with whom he deals knows, or ought to know, that the act is in excess of his authority, although it is competent as evidence tending to show assent, and in connection with other matters may be sufficient to warrant a finding that the act was ratified; but standing alone, it is not sufficient for that purpose." Express ratification need not be shown; it may be established by circumstantial evidence."

3

Of liabilities for loans effected in the name of the firm.

SEC. 416. Perhaps the most remarkable instances of partnership liabilities are those where loans, purchases, sales, or pledges are effected by one partner on the partnership account. Such transactions, if bona fide on the part of the creditor, are uniformly binding on the firm. Thus, money lent to one partner for his own expenses while engaged in the partnership business, is a partnership debt." There are also other cases in which it should seem that money lent to one partner in the partnership name, and applied to partnership pur

1 Reubin v. Cohen, 48 Cal. 545; Bankhead v. Alloway, 6 Cold. (Tenn.) 56.

* Carrier v. Cameron, 31 Mich. 373; Barker v. Mann, 5 Bush (Ky.), 672; Hickman v. Kunkle, 27 Mo. 401.

3 Ditts v. Lonsdale, 49 Ind. 521; Hotchkiss v. English, 6 T. & C. (N. Y.) 658; McQuewans v. Hamlin, 35 Penn. St. 517; Bankhead v. Alloway, 6 Cold. (Tenn.)56; Nichols v. English, 3 Brewst. (Penn.) 260.

Merchant v. Belding, 47 How. Pr. (N. Y.) 344; Fall River Bank v. Sturtevant, 12 Cush. (Mass.) 372; Tompkins v. Woodyard, 5 W. Va. 216; Cayton v. Hardy, 27 Mo. 536.

5 Reubin v. Cohen, ante; Smith v. Turner, 9 Bush (Ky.), 417.

6 First Natl. Bank v. Breese, 39 Iowa, 640; Smith v. Turner, ante.

This proposition is too broad and might be misleading. The firm is liable for a loan to one partner to pay his reasonable expenses while engaged in partnership business. Thus, in the case from which the author deduced the statement in the text, Lord Kenyon said that "though the money was loaned to one of the partners, it was lent to him while employed on the partnership business, and on its account." The money, in this case, was lent to the partner who had visited the plaintiffs upon the business of the firm, to defray his expenses back to London. If he had been there upon his own business, a different question would have arisen. Rothwell v. Humphreys, 1 Esp. 406.

poses, will, even at law, be considered a debt due from the partnership, although the money may not be the subject of written securities. Thus, where an action was brought against partners on certain bills of exchange which had been indorsed by one partner, and it was doubtful whether the bills could be recovered upon as genuine bills, Bailey, B., asked whether, if the case failed on the bills, the plaintiff could not recover the consideration; and whether, if a partner borrows money in the partnership name, and applies it to partnership purposes, the party lending the money is to act at his peril, and the learned judge seemed to consider it as clear that, in such case, the lender is not bound to show that the money has been applied to partnership purposes.1