is not necessary for the purpose of creating liabilities or enforcing contracts. A father, on his son coming of age, told him he should have a share in the business, and held him out to the world as his co-partner, but there never was any settlement as to the particular share. It became necessary to ascertain whether the son were beneficially interested in the concern, and, if so, what share he really possessed. It was said, that no proof of a partnership existed in this case; but by Lord Ellenborough: "The fiftieth part of the evidence adduced would have been suffi"cient to establish a partnership as between these parties and the rest of the world. This being established, the presumption of law is, that they are 66 partners inter se." 66 A person under twenty-one, held himself out as a partner with another until he was nearly of age, but he did not act as such afterwards; being sued for the amount of certain goods, he alleged his infancy as a defence; but the Court said, that if a person once holds himself out as being a partner, till he gives notice that he has ceased to be so, those who deal with the firm upon the faith of the supposed partnership may consider him as such; and he is bound by that representation. The infant should have notified, on his coming of age, a disaffirmance by him of the partnership. It has been decided. that a partnership cannot acquire a property in goods by the fraud of one of the partners, to which the rest are not privy. It is scarcely necessary to observe, that the construction of a firm in opposition to the law of the land, as for the purposes of smuggling, or in contravention of Acts of Parliament, must be illegal. ners. With respect to the continuance of a partnership Dormant partwhere one partner retires, according to the general rule, his liability remains the same as before, and there is 2 Sir William Blackstone Rep. some difficulty in escaping from the responsibilities which the law imposes on a joint concern, especially as far as third persons are interested. Thus, where the partner retiring was to have an annuity for so many years, provided the other partner survived so long, he was held liable by reason of the contingency of his interest. But, on the contrary, where the annuity was Id. 998, Grace to be paid for a specified number of years, without reference to the survivorship, the partnership was deemed to be at an end. 999, Bloxham v. Pell. v. Smith. 2 Henry Blackstone, 245. So if an annuity were granted out of a banking-house to the widow of a deceased partner, the Court would not construe that to be a partnership, so as to make her liable for the debts of the house. If the party retiring have no interest in the profits, but yet hold himself out to the world as a partner, as by allowing his name to remain over the door of the firm, 2 Campb. 617. he may be liable as a nominal partner, though not if his Newsome v. Coles. name be used, without his consent, after proper notice of dissolution. But where a defendant, sued on a bill of exchange accepted by his partner, urged the dissolution of partnership as a defence to the action, it was answered, that whatever might be their private arrangement among themselves, to the world they remained partners as long as both names appeared over the door of the firm; and the judge was of that opinion, unless the defendant could bring home some notice to the plaintiffs. He said, 2 Starkie, 290, that "Notice in the Gazette was not to be considered as "notice of the dissolution of partnership to all the "world; it was a medium of knowledge, but not equi"valent to actual notice." And, therefore, where it 1 Campb. 404, appeared that such notice had transpired, the person who did not participate in profit and loss, though he seemed to the world a co-partner, was held not liable. There may be a liability, as partners, to third persons, though the relation does not subsist between the parties Williams v. Keats. n. Alderson v. Pope. themselves. As where one, destitute of both money and credit, begged another to lend his credit on the shipping of certain goods on an adventure; if any profit should arise, the lender to have half for his trouble. All this being done, the lender paid for the goods, and subsequently sued the executors of the borrower for the loan, when it was objected, that a partnership had existed between the plaintiff and the testator, and that he could not recover. By Lord Ellenborough: "Quoad third "persons it was a partnership, for the plaintiff was to "share half the profits; but as between themselves it "was only an agreement for so much, as a compensation "for the plaintiff's trouble, and for lending Robertson "his credit." The testator had not accounted for the 4 East, 144, profits (h). Hesketh v. Where there was a sub-agreement with a stranger by one of the partnership firm, that the stranger should share the individual profits, it seems, that such an act did not render the latter liable as a partner generally to ex parte Barrow. third persons. There is such a community of interest between partners, that not only is their general stock the common property of the firm, but any purchase also, as of land, made for the purpose of carrying on the business, becomes joint property, and the partners tenants in common. The Court of Chancery will direct the Master to ascertain whether a purchase has been made for partnership purposes, if it be disputed. 2 Rose, 252, 1 Vesey, jun. 435, see Cary on Partnership, A partnership being duly entered into, each member ch. 2, p. 25. (h) Executors who continued the share of partnership property for the benefit of their testator's estate were held personally liable, though they carried the profits and losses of the profits to the account of the infant, and took no part of the trade themselves. 1 Maule & Selwyn, 412, Wightman v. Townroe and others. Liabilities of firm for the acts of co-partners. Bond v. Gibson and another. 2 Barnewall & Alderson, 679, 66 66 1 Cambp. 185, of the firm becomes responsible for the acts and contracts of his co-partners. One partner bought goods of the plaintiff, but instead of bringing them home, he pawned them for his own use. The goods were such as the firm made use of in their business. It was objected, that the credit appeared to have been given to the buyer, and that the innocent partner could not be liable. Lord Ellenborough: "The seller is innocent, and he had a right to suppose that this individual acted for the partnership." Again, if two persons in partnership for the sale of horses should 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 of them should give a warranty, the other would be thereby bound. But where three persons entered into partnership as sugar-brokers, and after some time one of them declared his resolution of being no longer concerned in the joint trade, and in pursuance of that determination caused an advertisement to be fixed and published in the Exchange to that effect, it was held, that a notice given by him to a particular trader that he would not be accountable for any sugars which the remaining partners might buy of him, was sufficient to avoid his responsibility; especially as the trader, when treating for the sale of more sugar, declared, that he was satisfied with the security of the remaining partners, and took promissory notes in their names only. by Abbott, C. J. 5 Brown, Parliamentary Cases, 489, Minnit v. Whinery. 1 Starkie, 164, Willis v. Dyson. Indeed, after notice by one partner not to supply any more goods on the partnership account, it will be necessary for the party sending goods after such notice to prove some act of adoption by the partner who gave the notice, or that he had derived some benefit from the goods. So that the course proper to be pursued, when one partner is desirous of relieving himself from the conse quences of any negotiation which may be going forward with his co-partner, is to give the trader express notice that he will not hold himself responsible. There is this distinction between partners and partowners: the one are joint-tenants of their merchandize, Cary on Partand one may dispose of the whole property; the others are tenants in common, and one cannot dispose of the share of the other. Again, a pledge by one partner, without the privity or consent of the rest, will be binding on the firm, unless the person to whom the thing is pledged be aware of the joint concern. So also, a loan contracted by one partner will bind the rest, if made while the borrower is employed in the partnership business. nership, p. 34; and see 4 Campb. 67. Gow. 132, Raba v. Ryland; see 1 M-Clelland & Younge, 406, Williams v. Barton. 1 Espinasse, 406, Rothwell v. Humphreys. 2 Cox, 312, But in a matter quite unconnected with the general concern, this consequence does not happen, if it be evident to the party making the contract that it is an Agace, ex parte. entirely independent transaction. 1 Maule & Selwyn, 751, Bell, ex parte. And the loan of money by one partner, for an illegal purpose, cannot be proved as a debt due to the firm out of the debtor's estate. So that where there had been an advance of this kind out of the partnership funds, the surviving partners were not allowed to prove under a commission against the borrower, although they were ignorant of the transaction in which their deceased partner had been engaged, and did not themselves derive any benefit from the contract improperly entered into. A guarantee by one partner, although made out of the Guarantee by usual course of dealing, will bind a co-partner, even although it be contrary to their general arrangement. For the true rule is, that the act and assurance of one partner, made with reference to business transacted by the firm, will bind all the partners. So that a party guaranteed was allowed to recover under these circum Partners. 2 Barnewall & Sandilands v. |