PARTNERSHIP-Powers-Liabilities.
48. Power of superintendent of ditch company.--The superintend-
ent or managing agent of such company has no authority to bind the
company by a note, given for materials used by the company, unless
the authority to give such note is expressly conferred upon him by the
company, or may be implied from his acts recognized by the company
with full knowledge. Id.
49. Liability of incoming partner does not include contracts and
engagements made prior to his entry. Babcock v. Stewart, 11, 447
50. Liability personal to the debtor.-Those who have sold goods
or done work on the credit of the original partners and have no lien,
have parted with all their interest in the effects, and can look only
personally to those with whom they have contracted. Id.
51. The ground of liability of one partner for the acts of the others
is that of an implied general partnership agency. Id.
52. Holding out as partner.—If one holds himself out, or know-
ingly suffers himself to be held out, as a partner, on the faith of which
others trust or enter into a contract with the firm, he is responsible,
although not a partner. Kirk v. Hartman,
53. Holder of share not ipso facto liable.
Vice v. Lady Anson,
11, 244
54. Liability of withdrawing partner-Notice-An ex-partner is
not liable for new contracts with parties who do not know at time of
contracting that he has withdrawn, there being no sufficient evidence
that he had ever, while a partner, represented himself as such to the
contracting party, or appeared so publicly in that character that it
must have been presumed to be known. Carter v. Whalley, 11, 262
55. Evidence to prove partnership liability.—Where a mining com-
pany was formed on a capital of £30,000, in 3,000 shares, and 2,000
shares only were actually subscribed for, of which the defendant took
100: Held, that letters subsequently written by him to the directors,
requiring them to call a meeting for the purpose of changing a director,
were evidence to go to the jury to show that he authorized the direc-
tors to proceed in the management of the concern with the smaller
amount of capital, so as to render him liable for the price of articles
supplied to the mines on the order of the directors. Tredwen v.
Bourne,
56. Belief of plaintiff that retiring member was still a partner.—If
plaintiff was aware of the previous copartnership, and had no knowl-
edge of the dissolution, and was misled by the acts of the retiring
partner, and induced to deal with the firm upon the belief that the re-
tiring partner was still a member of the firm, it would not be incumbent
upon her to show "that she would not have so dealt but for that
belief." Hixon v. Pixley,
11,
555
57. Lapse of time as affecting knowledge of dissolution. Id.
58. Continuing liability of partner after conditional notice.-Held,
that a partner may by absolute notice save his liability although he
still continues a partner; but that this was not an absolute notice in
terms, and its effect should have been left to the jury. Vice v. Flem-
ing,
PARTNERSHIP--Powers-Liabilities.
59. Agreement to purchase on joint account. Purchase perfected
by one. First Nat, Bank v. Bissell,
60. Arrangement between quarry and marble mill-Test of part-
nership-Book account for indorsements. Flint v. Eureka Co.,
61. Use of unusual firm name by partner in signing note.-The
proper question for the jury is, whether the name used, though inac-
curate, substantially describes the firm, or whether it so far varies that
the indorser must be taken to have issued the note on his own account,
and not in the exercise of his general authority as partner. Faith v.
Richmond,
62. Idem-Facts of the case.-So held where a partner in "The
Newcastle and Sunderland Wall's End Coal Company" drew a note
in the name of "The Newcastle Coal Company," and made it payable
at a bank where the first mentioned company had no account. Id.
63. Liability of general partners for trespass of employes. Mc-
Knight v. Ratcliff,
11, 364
64. A special partner is not so liable (under limited partnership
act); facts not sufficient to change a special into a general partner.
Id.
65. Silent dissolution as affecting liability of withdrawing partner.—
He is not relieved from liability for work done before, or debts con-
tracted after thus silently withdrawing or assigning. Burgan v. Lyell,
11, 287
66. Secret agreement limiting power of partnership, does not affect
acts customary to partners, unless the parties dealt with knew of the
agreement. Nolan v. Lovelock,
9, 360
67. The majority in interest, and not the majority of persons, has
the right of control in the working of claims where all parties can not
agree. Dougherty v. Creary, 1, 36; Nolan v. Lovelock, 9, 360
68. The abuse of such right affords grounds for relief in equity.
Dougherty v. Creary,
1,36
C. Funds-Assets-Assessments.
69. That legal title to common fund stands in third parties, is of
no consequence in a controversy over the distribution of the proceeds
of the sale of the property authorized by the general consent. But-
terfield v. Beardsley,
11, 495
70. Purchase of coal lands by one partner with partnership funds-
Conveyance compelled. Faulds v. Yates,
3,551
71. A dissolution being to the interest of all the parties, costs and
counsel fees allowed out of the fund. Von Schmidt v. Huntington,
6, 285
72. All property of a trading concern, whether real or personal, is
partnership assets, and is to be so applied. Fereday v. Wightwick,
73. Net profits defined. Binney v. Ince Hall Co.,
74. Distribution of profits set apart as continuing capital.—Cir-
cumstances considered under which net profits may, at the wish of
PARTNERSHIP-Funds, etc. Continued.
the majority of the shareholders, be applied in repayment of contributed
capital, although the deed of settlement seems to contemplate a con-
tinuing capital, as in an ordinary partnership; there being, however,
no express prohibition in the deed. Id.
75. Lands that are part of common partnership stock have in
equity the character of personalty; and the legal title thereto is sub-
ordinated to the incidents of partnership funds and accounting. God-
frey v. White,
76. Lands as assets. -Partnership lands can not, in Michigan, be
distinguished from other assets for purposes of settlement. Id.
77. Sale of partnership property for individual debts can cover
only the individual interest of the debtor, which can be determined
only by an account of the partnership affairs. Ward's Appeal, 5, 666
78. Real estate, not partnership property. Grubb's Appeal,
3, 416
79. Forfeiture of share—Burden of proof on forfeitor although
defendant. Patterson v. Silliman,
11, 327
80.
Assessments of mining interests.-The statute of 1865-6, Cali-
fornia, in relation to levying assessments against the owners of in-
terests in mining claims for the purpose of working the same, applies
only to co-partners in the claim, and has no reference to mere owners
and shareholders, without the partnership relation. Brundage v.
Adams,
81. Idem.-To warrant such assessment, if the partnership relation
does not exist, the joint owner must be notified that henceforward he
will be deemed a co-partner for the purpose of working the claim, and
the service of the notice changes the relationship of the parties, and
creates a mining partnership. Id.
82. Distinction between corporate and partnership liability. New
York Mine v. First Nat. Bank,
1,453
83. Special partners.--In a suit against two as partners on contract,
the question would be whether they were partners in that contract.
General partnership is immaterial. Kirk v. Hartman,
11, 450
84. Private arrangement between partners.-The rule that third
parties are not affected by private agreement existing between partners
without notice thereof, rests upon the custom of merchants alone.
Judge v. Braswell,
11, 508
85. Partnership note-Strict partnership by agreement between
mining partners. Decker v. Howell,
11, 492
86. Partners may by contract limit their powers inter sese, but such
limitation does not bind strangers having no notice thereof. And such
limitation and notice must be specially pleaded. Burgan v. Lyell,
11, 287; Manville v. Parks,
E. Mining Distinguished from Other Partnerships.
87. Mining and ordinary partnerships distinguished. Duryea v.
Burt, 11, 395; Charles v. Eshelman,
88. Incidents of mining partnerships.-A mining concern differs
PARTNERSHIP-Limited-Special.
from a common partnership in that-1. The shares are assignable.
2. The death or bankruptcy of a holder of shares does not operate
as a dissolution although it is in the nature of a trading concern.
Fereday v. Wightwick,
to bind each other by dealings on
Manville v. Parks,
89. Mining partners have power
credit for the working of the mine.
15, 565
90. A mining partnership differs from an ordinary partnership, in
certain incidents, to wit: inter alia (1) the sale of his interest by one
partner does not dissolve the relation; (2) no one partner can bind the
company by note or contract of indebedness in the name of the com-
pany. Skillman v. Lachman,
91. A purchaser becomes a partner. Nisbet v. Nash, 11, 531; Taylor
v. Castle,
92. No delectus personæ in mining partnerships.-It is well estab-
lished that in mining partnerships there is usually no delectus per-
sona, and because of this peculiarity the partnership is not dissolved
by the death of a partner, nor as a consequence of a sale of an interest
by a partner to a stranger. Taylor v. Castle, 11, 484; Charles v.
Eshelman,
2, 65
93. The powers of members and managers of mining partnerships
are limited to the performance of such acts in the name of the part-
nership, as may be necessary to the transaction of the business, or
which is usual in like concerns. Charles v. Eshelman,
2, 65
94. No power to bind associates to payment of counsel. Id.
95. Adventurers testing a prospect under an option contract, are
partners. Manville v. Parks,
15, 565
96. A mining partnership exists where several parties co-operate to
work a mine, and ownership of the mine is not essential. Id.
97. A partnership may be implied from the acts of the parties
without express contract. Id.
98. The relation implied by jointly conducting a mining venture,
even without partnership agreement. Snyder v. Burnham, 15, 562
99. No right of pre-emption between mining partners. First Nat.
Bank v. Bissell,
11, 546
100. Conveyance of entire interest by partner, may be made with-
out dissolving the "partnership." Kahn v. Central Co.,
101. Insufficient finding as to partnership.-In a suit to compel an
account for the proceeds of a mining claim, a finding by the court
that there was no such co-tenancy between the parties in the mine in
controversy, as to entitle the plaintiff to an accounting, is a mere
legal inference, and not a sufficient finding of fact upon which to base
a decree. Id.
102. Payments of debts of deceased partner must be made out of the
proceeds of the joint estate, and the individual debts out of the pro-
ceeds of the separate estate. In the exercise of equitable jurisdiction
in the allowance of claims, county courts are strictly restrained from
infringing on this rule. Charles v. Eshelman,
PARTNERSHIP. Continued.
F. Dissolution-Survivorship-Accounting.
103. By the general rule as to dissolution, the partnership may be
terminated at a moment's notice by either party. Crawshay v. Maule,
11, 223
104. Death terminates a partnership. Crawshay v. Maule, 11, 223;
but see Jones v. Clark,
11, 474
105. Upon final dissolution of trading partnership, the court will
order a sale on motion. Crawshay v. Maule,
106. Want of co-operation by partner distinguished from interfer-
ence- -Receiver-Dissolution. Roberts v. Eberhardt,
107. Accounting sought by deserting and insolvent adventurers.
Rhea v. Vannoy,
108. Limitation of account.-All that abandoning partners could
ask, would be an account of the moneys received on the disposition of
the land, and for any tolls, rents or profits arising out of the mining
or other operations of the adventure. Id.
109. Abandoned partner operating on his own account, can not be
called to account by the abandoning partners. Rhea v. Tathem,
110. Lessee taking partner allowed to dissolve at will after account-
ing. Burdon v. Barkus.
11,357
111. Desire to part.-The mere desire of one of the co-tenants is
sufficient to authorize the courts to grant a dissolution; that is not
enough between partners. Bradley v. Harkness,
11, 389
112. Assignment by one partner is no dissolution of a mining part-
nership. Duryea v. Burt,
11,395
113. Division of property after dissolution.—Upon the dissolution
of a partnership, in which the articles provided that the effects, on dis-
solution, were to be equally divided among the partners, the property
and effects of the firm belong to the individuals who composed it, as
tenants in common; part of the former members of the firm can not
dispose of the property of any other member, without his consent.
Phillips v. Reeder,
11, 419
114. Idem.-If some of the members of a dissolved partnership dis-
pose of the property of one of the partners, without his consent, he may
at his option, call on them to account for its value. Id.
115. Rights of retiring partner.-In many cases, if some of the
partners, after dissolution, continue the business with the property of
the late firm, the retiring partner will be entitled to call on them for a
share of the profits, as well as for his capital. Id.
116. Idem-Continued use of retiring partner's effects.-But this
principle will not be applied to a case where the chief contribution to the
business was personal skill and labor, and a new partnership was formed
with strangers, merely because some of the property of the retiring
partner was used in the new business, after being sold to the new firm
by the continuing partners, without authority. Id.
117. Idem-Accounting to retired partner must be given if his prop-
erty has been sold by the remaining partners. Id.
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