liable on a contract effected before he was admitted. And hence an incoming partner is not liable for the price of goods sold to the firm before, though not delivered till after, he became a partner. (Sm. Merc. Law, 48; Broom Com. 546; Tudor Ca. on M. L. 314; Ad. Con. 666-7; Lindley, 311-312; Rosc. 379.) 635. If one partner makes an admission, acknowledgment, or representation, respecting the partnership concerns in the ordinary course of business, his copartners are generally bound by it. And if notice is given by or to one partner, respecting the partnership business, it is tantamount to notice by or to all. And if one partner is guilty of a breach of contract, negligent wrong, or fraud, in conducting the business of the firm within the scope of his authority, the others are generally liable. (Sm. Merc. Law, 47-8; Lindley, 230-253; Ad. Con. 662; Powell, 157.) 636. Where one partner accepts a bill, without the authority of another, when there was no drawer's name, it is not a negotiable instrument, and the other partner is not liable. (Hogarth v. Latham, L. R. 3 Q. B. D. (Ap.) 643.) 636a. Where two or more persons agree to furnish PART III. TIT. II. CAP. V. PART III. a certain amount of goods, and to divide the TIT. II. CAP. V. profits, neither or none of them is or are responsible for goods bought by the other to furnish his quota. (Heap v. Dobson, 15 C. B. liability. Cessation of As to persons who have not dealt with a firm before its dissolution, the liability of a partner ceases upon his dissolving the partnership, removing his name from the firm, and giving general notice of the dissolution in the "Gazette." But particular notice must be given to persons who have previously dealt with the firm. (Sm. Merc. Law, 49; Broom Com. 547; Tudor Ca. on M. L. 315; 2 Ste. Com. 102; Lindley, 324, 327, 330, 335-6; Chit. Con. 237-8; Ad. Con. 667-8.) 638. The retiring partner will still, however, remain liable in respect of engagements prior to the dissolution, other than such as have been entered into with creditors who have expressly or impliedly agreed to the substitution of the credit of the new firm for that of the old. (Tudor Ca. on M. L. 315, 318-319; Broom Com. 547; Lindley, 337, 353.) 639. The liability of a dormant partner ceases on his retirement, except as to persons who knew him to be a partner, and to whom he has not given notice of his retirement. (Broom Com. 548; 2 Ste. Com. 102; Tudor Ca. on M. L. 315; Ad. Con. 668; Rosc. 379; Chit. Con. 238; Lindley, 326.) 640. On the death of a partner, his personal representative is exonerated at Law; but in Equity the estate of the deceased is liable until his debts have been discharged. (Sm. Merc. Law, 51; Tudor Ca. on M. L. 316.) 641. PART III. TIT. II. CAP. V. creditors. The creditors of the partnership have a Rights of right to the payment of their debts out of the partnership funds, before the private creditors of either of the partners; although, at Law, this has been generally disregarded. On the other hand, in Equity, the separate creditors of each partner are entitled to be first paid out of the separate effects of their debtor, before the partnership creditors can claim anything; although, at Law, a joint creditor might proceed directly against the separate estate. (Sm. Eq. Manual, 13th ed. par. 649; Tudor Ca. on M. L. 316, 356.) 642. A partnership may be dissolved: 1. By Dissolution. effluxion of time. 2. By mutual consent. 3. By the decree of a Court of Equity, in case the partnership undertaking originated in fraud, misrepresentation or oppres TIT. II. CAP. V. PART III. sion, or cannot be carried on at all, or at least according to the stipulations in the articles, or without injury to all the partners; or in case of the permanent insanity or incapacity, or the gross misconduct, as partner, of one of the firm; such as refusing to account for his receipts. 4. If no limit was originally fixed, it is called a partnership at will, and may be dissolved by either partner at a moment's notice, unless such a dissolution would be in ill-faith, or would work an irreparable injury. 5. The entire partnership is also dissolved by a general assignment by one or more of the partners, or by an execution on the partnership effects by a creditor of one of the partners, or by an assignment of his share in the business, or by the bankruptcy of any partner, or by his outlawry, or by his attainder of treason or felony. 6. And the death of a partner, or the marriage of a female partner, operates as a dissolution. But in the case of a partnership of three or more persons, the other persons may, of course, come to a new agreement to carry on the business upon the old terms. (Sm. Merc. Law, 27-8; Sm. Eq. Manual, 13th ed. par. 640; 2 Ste. Com. 98; Tudor Ca. on M. L. 331-9; Lindley, 178-187; Ad. Con. 648; Chit. Con. 237.) 643. CHAPTER VI. PARTIES TO BILLS OF EXCHANGE, PROMISSORY Negotiable Instruments. PART III. TIT. II. CAP. VI. Transfer of property in in a chattel a CHOSES IN ACTION (i.e., rights to things which are not in possession, but can only be recovered, if withheld, by an action), were not assignable at Law (a). The ownership in a chattel personal cannot, except by sale market overt, be transferred at Law to vendee by a person in whom it is not vested. But negotiable instruments are an exception to this rule. (Sm. Merc. Law, 202; Broom Com. 428-430; Ad. Con. 796-7; and see supra, par. 517-521.) 644. personal by one in whom it is not vested. instruments An instrument is properly negotiable, Negotiable when by the custom of trade it is trans- described. ferable, like cash, by delivery, and when the legal right to that which is secured by it, and the right of action on it in case of default, are transferable from one person to (a) See the Supreme Court of Judicature Act, 1873, s. 25, clause (6), supra, par. 230. |