it to be good against the partnership, will not be liable upon it to the creditor to whom it is given, who knew it was for a demand against one partner. (")]

If one of several persons who have been in partnership accept a bill in the partnership-name after a dissolution of the partnership, the partnership will not be liable even to a bonâ fide holder for valuable consideration, if the dissolution took place after the date of the bill and before it became due, and proper means were taken to make the dissolution notorious. (24)

[So a note issued by one partner in the partnership name, after the dissolution of the partnership, is not binding upon the partnership, even though it was given for a demand against the partnership; and antedated so as to appear of a date previous to the dissolution. (b)]

And if a dissolution is agreed upon, a person who knows of it cannot charge the partnership with a subsequent acceptance by one of the partners in the partnership name, unless he can prove that the intention to dissolve was abandoned, or that the acceptance was for a partnership transaction, and free from fraud. (25)

[(a) Livingston v. Hastie, 2 Cain. R. 246.]

(24) Wrightson v. Pullan, 1 Stark, 375. Defendants, Pullan and Hopcroft, had been partners; but on 13th February, 1815, their partnership was dissolved, and on 14th February notice thereof was published in the Gazette. After this date Taylor and Son drew upon Pullan and Hopcroft, and antedated the bill to 1st February, 1815. Hopcroft accepted this bill in the partnership name; after which Taylor and Son paid it to plaintiffs for value. It was urged for plaintiffs, that as the bill was dated before the dissolution, and plaintiffs had taken it bonâ fide and for a valuable consideration, plaintiffs were entitled to recover upon it; but Lord Ellenborough held, that as the partnership had been dissolved before the bill was drawn, Pullan could not be charged by the subsequent act of Hopcroft: and the court afterwards agreed with him, and refused a motion for a new trial.

[(b) See Lansing v. Gaine, 2 Johns. R. 300.]

(25) Paterson v. Zachariah, 1 Stark. 71. In an action against A., & B. upon an acceptance by A. in the joint names, they having been in partnership, the defence was, that the acceptance was in fraud of B. after a dissolution to which plaintiff was privy; and it was proved, that before the date of the bill plaintiff had, as attorney, prepared a deed of dissolution, and had sent it for approbation to B.'s attorney; but it did not appear the deed had been executed. Sed, per Lord Ellenborough:You need not labor this; where an intention to dissolve is made known,

But a dissolution will not protect the retiring partners, if they suffer their names to continue on the partnership premises, and the holder of the bill or note took it bonâ fide, and for value, and without knowledge of the dissolution. (26)

[And if one partner, after committing a secret act of bankruptcy accepts a bill in the partnership name for his own private debt, the partnership is liable on the acceptance to a bona fide holder, although the partnership was perhaps dissolved in law by the act of bankruptcy. (a)

So if one of two partners, after the dissolution of the partnership, give a note in the partnership name on account of a partnership debt, and the other partner afterwards adopt and sanction the act, both partners are liable upon the note. (b)

and the dissolution is in the course of execution, the burthen is on the other side to shew that the intention has been abandoned. Nonsuit.

(26) Williams v. Keats and Archer, 2 Stark, 290. In an action against defendants as acceptors of a bill, it appeared that they dissolved partnership 18th January, 1817, and that notice thereof was in the preceding night's Gazette; but that the business, (a hatter's,) was carried on as usual by Keats, and that the name, "Keats, Archer, and Co." continued over the door till April; that the bill in question, though dated in December, was not drawn till February; that it was then accepted, in the old partnership name, by Keats; and that plaintiff's took it bonâ fide and for full value in March. Lord Ellenborough thought Archer's permitting his name to remain over the door was notice of a continuance of the partnership; and as there was no proof the plaintiffs knew of its dissolution when they took the bill, they had a right to recover: and they had a verdict accordingly.

[(a) Woolcott and Tucker, who had been partners, were sued as acceptors of two bills. The bills were accepted by Woolcott in the partnership name. The acceptance and consideration were private transactions of Woolcott, unknown to Tucker, and not connected with the partnership business. Previously to these acceptances Woolcott had committed an act of bankruptcy, on which a commission subsequently issued. It was contended for the defendant, Tucker, that Woolcott having committed an act of bankruptcy previously to his accepting the bills, the partnership was thereby dissolved and he had no power to bind the firm by an acceptance in their name. But the Court said, "The "case presents no difficulty. The plaintiffs are innocent endorsees, "having taken the bills bonâ fide and for a valuable consideration. "They see the acceptance of Woolcott and Tucker upon the bills; those 'persons were then in fact partners, so far as their joint transactions "with the world could make them such; one of them indeed had previously committed an act of bankruptcy, and in law perhaps the part"nership was dissolved. But they continued to hold themselves out to "the world ostensibly as partners, and therefore each was bound by the "acts of the other." Judgment for the plaintiffs. Lucy v. Woolcott, 2 Dow. & Ryl. 458.

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(b) Taylor and Hall had been partners under the firm of John Taylor

If several persons are partners, and one of them signs a note with a name of partnership, all the partners will be bound, unless they can prove that that was not their partnership style. (a)]

No banking partnership in England, if there be more than six partners, can properly draw, accept, or endorse, any bill or note payable at less than six months after the date; for, by the acts for protecting the Bank of England, such partnerships are not at liberty to borrow, owe, or take up any money on their bills or notes payable at demand, or at less than six months from the borrowing thereof. (27)

But it has been held that this prohibition does not extend to any but banking partnerships. (28)

At least a common partnership cannot make this a defence against an innocent holder, who was ignorant of what number the firm consisted. (29)

& Co. A year after the dissolution of the partnership, Taylor made a note to Eaton on account of a partnership debt. It was proved at the trial before Parker J. that Hall had paid $100 on this note, which was endorsed on it with his knowledge. The judge instructed the jury, that if Hall had adopted and sanctioned the act of Taylor in signing the note for himself and Hall, they ought to find for the plaintiff, although no authority was given at the time of signing. Verdict for plaintiff. And on motion for a new trial the court held that the direction to the jury was correct; but said that upon the whole case they should have been as well satisfied with a verdict for the defendant. Eaton v. Taylor, 10 Mass. R. 54.

(a) Elwyn and P. and S. Wittaker were sued as partners, makers of a note. Elwyn signed the note Elwyn & Co. A partnership was proved, but not that the defendants traded under the name of Elwyn & Co. Kent J. delivered the opinion of the Court. "As such a signature imported a copartnership, and a copartnership did exist at the time between Elwyn and the other defendants, I think it is to be presumed that such was the name of the firm, and that it was sufficient to cast upon the defendants the burden of proving what was the name of the house or firm, if a different name existed." Drake v. Elwyn, 1 Cain. R. 184.] (27) 6 Ann. c. 22. § 9. 15 Geo. 2. c. 13. § 5.

(28) Wigan v. Fowler, 1 Stark. 459. In an action against seven partners, as makers of a promissory note for £1000 payable three months after date, the defence was, that the bank acts made this note void: the number of partners did not appear upon the face of the note, nor was there any evidence that plaintiff knew it. Lord Ellenborough thought at the trial, that the bank acts applied to banking partnerships only, and it was with reluctance he saved the point. On motion to enter a nonsuit, he adhered to his original opinion; and it was noticed that plaintiff did not appear to have known how many partners there were when he took the bill, and the rule was refused.

(29) In Broughton v. Manchester Water Works Company, post, 47,

Sect. 6.-Corporations are mentioned in the statute of Anne, as persons who may make or endorse notes, and to whom notes may be payable; and as it gives the like remedy to and for corporations and others as upon inland bills of exchange, it implies, that by the custom of merchants they might, in some cases at least, draw, endorse, accept, or sue upon bills of exchange.

But if the being parties to bills or notes were inconsistent with the purpose for which they were incorporated, that inconsistency might be a bar to any remedy by, or through, or against them, on a bill or note. (a)

And English corporations, unless authorized by statute, cannot be parties to bills or notes of less than six months after date. (30)

And this applies to all English corporations; it is not confined to banking corporations. (30) (a)

And where an English corporation is empowered by statute to raise money by notes for a special purpose, if it issue notes at less than six months' date, without stating therein

this point was relied upon as forming a distinction between the two

cases.

[(a) A corporation authorized by the act of incorporation to employ their stock solely in advancing money on goods, and the sale of such goods on commission, may lawfully accept bills of exchange, on an agreement of the drawer to deposit goods; the legislature not having required that the goods should be delivered to the company prior to their advancing money on them. Munn v. Commission Co. 15 Johns. R. 44.

So a corporation is bound by a note given by its authorized agent on account of a demand against the corporation, although there is no special clause in its act of incorporation authorizing it to issue notes. Mott v. Hicks, 1 Cowen, 513.]

(30) Broughton v. the Manchester Water Works Company, 3 Barnw. and Alderson, 1. Action against defendants, as acceptors of two bills of exchange payable at three months after date. Demurrer: and the objection was, that they were not liable; they were incorporated for water-work purposes only. One of their acts authorized them to borrow to a limited extent upon bonds under their common seal; but no other power was expressly given, nor was such power necessary for the purposes for which they were established: and the court thought the bank acts (ante, p. 46) an answer to the action, because the acceptance made them debtors and owe money upon the bills.

[(a) In most of the States of the United States the privilege of issuing bank paper, i. e. notes payable to bearer on demand, intended to circulate as money, is confined to certain incorporated banks; and all other individuals or corporations are prohibited from issuing such notes.]

that they were given for that purpose, the corporation may resist payment, on the ground that they were given for another purpose. (31)

And this will be a defence even against an innocent endorsee. (31)

Sect. 7.-Where a bill or note is drawn by an agent, executor or trustee, he should take care, if he means to exempt himself from personal responsibility, to use clear and explicit words to show that intention.

Thus, if a broker sell goods, and draw upon the buyer in favor of his principal, he will be liable upon the bill, if it be dishonored, unless he use special words to prevent it; (32) And may be sued thereon by his principal. (32)

So if an agent for A. draw upon B. in favor of C., though he direct B. to place the amount to A.'s debit, he will be personally liable to C. if the bill is not paid, though C. knew he was only agent for A., unless he uses proper words to prevent such liability. (33)

(31) Slark v. Highgate Archway Company, 5 Taunt. 792. Defendants were incorporated by 52 Geo. 3. c. 146. (local and personal) and authorized to borrow money to complete their works; they gave a note under their common seal at two months after date for £1000, payable to Nash or order: it did not import to be for money borrowed to complete their works. Plaintiff sued thereon as endorsee. Defence, that it was given for Nash's accommodation, not to complete their works. Gibbs C. J. thought this no defence against an innocent endorsee who had paid the value, and the plaintiff had a verdict; but on a rule nisi for a new trial, the Court of Common Pleas, without assinging their reasons, granted a new trial.

(32) Lefevre v. Lloyd, 5 Taunt. 749. Defendant, as broker, sold cotton for plaintiff at two months' credit, and drew on the buyer for the amount in favor of plaintiff: the bill being dishonored, plaintiff sued defendant on the bill; and Gibbs C. J. at the trial, held, that as defendant had put his name upon the bill, however imprudent that was, all the legal consequences of that act attached upon him, and verdict for plaintiff: and on motion for a new trial, the court agreed with him; for by drawing the bill, defendant removed from plaintiff all consideration of the buyer's responsibility. Rule refused.

Plaintiff

(33) Leadbitter v. Farrow, Michaelmas, 1816, in B. R. wanted a bill upon London for £50, and sent to defendant, whom he knew to be agent to the Durham Bank at Hexham: defendant drew a bill accordingly, "Pay to the order of Mr. Leadbitter, £50, value received, which place to the account of the Durham Bank, as advised,