Sidebilder
PDF
ePub

whom any partner bad given notice that he was not or would not be liable, who would be bound by the terms of such provisions, or the disclaimer of liability contained in the notice.

Each partner is bound by all the acts and engagements of the others done and entered into in the course of the partnership business ;9 but not for any unconnected with it, or in cases where the party with whom the partner was dealing actually knew, or from the nature of the transaction, might have known, that it was unconnected with the partnership business, or unauthorized by the partnership articles ;' but except in the cases of a release of a debts of a bond to the Lord Chancellor, and some other matters in bankruptcy, as choosing assignees by himself or attorney, or signing the certificate, one partner cannot bind another by deed, unless under an authority for that purpose given by deed, but a deed executed by one partner on behalf of himself and another, in that other's presence, and with his approbation, is binding on both.u

A partnership for an indefinite time may be dis. Dissolution of solved at any time, and by any of the parties ;' but partnership. where a particular term for its duration has been agreed upon, it cannot be dissolved before the expiration of that period, except by the consent of all

r

P Lord Galway v. Matthew, 1 Camp. 403 ; Vice v. Flenming, 1 Yo, and J. 227.

9 Swan v. Steele, 7 East, 210; Ridley v. Taylor, 13 East, 175.

* Id. and Snaith v. Burridge, 4 Taunt. 684; Lord Galway v. Matthew, 10 East, 226; Ex parte Goulding, 2 Glyn and Jam. 118; Ex parte Bonbonus, 8 Ves. 540.

s Tooker's Case, 2 Rep. 68. * Ex parte Mitchell, 14 Ves. 597; Ex parte Hall, 17 Ves. 62; Ex parte Hodgkinson, 19 Ves. 291. The execution of the certificate, though mentioned here, is not exactly in point, not being under seal. u Burn v. Burn, 3 Ves. 578. Peacock v. Peacock, 16 Ves. 49.

the parties, the decree of a court of equity, or the death, bankruptcy," or (in case of a woman) the marriage of one of the parties.

The lunacy of one of the partners does not of it. self work a dissolution; but it is a circumstance which would have great weight with a court of equity in inducing it to decree a dissolution, especially if there should be but little prospect of a return to soundness of mind, and the party becoming lunatic was the principal acting partner, and one to whom the others looked for the chief management of the business. The court will decree a dissolution whenever the partnership cannot be beneficially carried on,' as upon any breach of faith, or such misconduct in any of the partners as would destroy that confidence in him which induced the others to enter into the partnership, or when any violent or lasting dissension exists between them; but every quarrel, angry dispute, or slight misconduct, is not considered a sufficient ground for decreeing a dissolution."

Upon a dissolution of partnership, during the life of the parties, every step should be taken to make it known. A publication in the Gazette is generally considered a sufficient notice to the world at large, but the customers of the partnership are

Dissolution.

* Ex parte Ruffin, 6 Ves. 126 ; Crawford v. Hamilton, 3 Mad. 257; Ex parte Williams, 11 Ves. 5; Crawshay v. Collins, 15 Ves. 228; but in case of the bankruptcy of a partner, his assignees will be tenants in common with the other partners, subject to all their rights; Fox v. Hawbury, Cowp. 449 ; West v. Skip, 1- Ves. jun. 239.

* 1 Swanst. 517, n.

y Wrexham v. Huddleston, 1 Swanst. 516, n.; Waters v.
Taylor, 2 Ves. and Bea. 303; Sayer v. Bennett, 1 Cox,
107.
? Baring v. Dix, 1 Cox, 213.

Waters v. Taylor, 2 V. and B. 304.
• Goodman v. Whitcomb, 1 Jac. and W. 592.
e Graham v. Hope, Peake, 154.

a

entitled to a more distinct notice of the dissolution, which is generally given by means of a circular addressed to each of them. Every precaution, such as having the name erased from the door, checks, printed bills, or other place where the joint names appear, should be used by a party retiring from a partnership, especially where the business of the partnership is intended to be carried on by any of the partners alone.

This precaution is necessary, in order to avoid that liability which a retiring partner would incur towards those persons who, having known of the existence of the partnership, should deal with any

of its members after a dissolution, in ignorance that the partnership had been determined.

Whether a court of equity will entertain a bill by one partner against the others for an account of the partnership transactions which does not pray a dissolution of the partnership, is a point upon

which some difference of opinion appears to have been entertained. In July 1830," the Vice-Chancellor allowed a demurrer to a bill for an account because a dissolution was not prayed ; but in the following February before that case was reported, a decree was made at the rolls, by Sir John Leach, for an account, although the bill contained no prayer for a dissolution of the partnership; but he refused to make any order for carrying on the partnership business, unless with a view to a dissolution. As the decision in the case of Loscomb v. Russell does not appear to have been known by the Master of the Rolls at the time he gave his judgment, and it has

a Barfoot v. Goodal, 3 Camp. 149; Jenkins v. Blizard, 1 Stark. 418.

• Williams v. Keats, 2 Stark. 290 ; Dolman v. Orchard, 2 Car. and P.,104 ; Parkins v. Carruthers, 3 Esp. 248.

f Loscomb v. Russell, 4 Sim. 8. s Richard v. Davies, 2 Russ. and M. 347.

been since followed in the Exchequer, it must be considered as entitled to the most weight. Unless it is otherwise provided by the terms of the copartnership, the partners, after a dissolution in their lifetime, or the executors of a deceased partner, are entitled to have the value of the partnership effects ascertained by a sale, and cannot be compelled to submit their rights to a valuation.

After the determination of a partnership between professional men, either party is at liberty to continue his own exertions, unless restrained from doing so by express stipulation.

If, after a dissolution, any of the former customers of the partnership should become indebted to one of the partners, and should make any payments to such partner without any direction as to their application to his private account, such partner would, it appears, be bound to appropriate them, in the first instance, to the satisfaction of the balance due to the dissolved partnership.'

h Knebell v. White, 2 Y. and Coll. 15.

i Crawshay v. Collins, 15 Ves. 227 ; Featherstonbaugh v. Fenwick, 17 Ves. 298; Rigden v. Peirce, Mad. and G. 353.

* Farr v. Pearce, 3 Mad. 72.
' Toulmin v. Copeland, 9 Law Jo. 8. Ex. N. S.

CHAPTER XXX,

POWERS OF ATTORNEY.

POWER OF ATTORNEY TO PROSECUTE AN ACTION IN

AMERICA.M

To all to whom these presents shall come, A. B., of the town of B., in the county of S., within that part of the United Kingdom of Great Britain and Ireland called England, widow, sendeth greeting. [Recite the debt due and owing from, &c.] Now, know ye, Power. that the said A. B., for divers good causes and considerations her thereunto moving, hath made, ordained, authorized, nominated, constituted, and appointed, and by these presents doth make, ordain, authorize, nominate, constitute, and appoint, and in her place and stead put and depute F. L., of, &c., the true and lawful attorney of her, the said A. B., for her and in her name, or in the name of the said F. L., as her attorney, as shall be thought the most proper and convenient, but for her use, to ask, de- To ask, demand, collect, get in, and receive, of and from the mand, &c. said Messrs H. and M., or either of them, the said sum of L.

and all interest, costs, and charges in respect thereof, and all and every debt and debts, sum and sums of money whatsoever, due and owing by and from the said, &c.; and in like

m This form, which is rather long, may be easily shortened without impairing its efficacy.

« ForrigeFortsett »