Generally speaking one partner has an implied authority to bind the firm by contracts relating to the partnership, and he can do this by mere verbal or written agreements, or by negotiable securities such as bills of exchange and promissory notes. One partner may pledge the credit of the firm to any amount ; but there are some exceptions to this rule. A dormant partner is in all cases liable for the contracts of the firm during the time that he is actually a partner ; and a nominal partner is in the same manner liable during the time that he holds himself out to the world as a partner. Partners can make no arrange ments among themselves which will limit or prevent their ordinary responsibilities to third parties. The power of one partner, above alluded to, to bind his co-partner, is implied in law, no express authority from the latter being necessary for that purpose ; and in the case of bills of exchange, it exists by custom which has been judicially recognised. One partner may give a gUarantee for himself and his partners, and the firm will be bound by it, if it be made in a matter relating to the partnership. The act and assurance of one partner, made with reference to business transacted by the firm, will bind all the partners. A partner will also be liable in respect of a fraud com mitted by his co-partner, if committed in the capacity of partner, in contracts relating to the co-partnership, made with innocent third persons. Thus, if a partner purchase goods such as are used in the business, and fraudulently convert them to his own use, the innocent partner, provided there be no collusion between the seller and the buyer, is liable for the price of tho articles. But partners are not liable for the wrongs of each other, excepting where one partner acts as the servant of the rest, in which case the whole of the partners are liable to the consequences of any wrong ho may do ; and they may be proceeded against altogether, or one may bo sued alone for the whole of the damage done. One partner has no implied authority to bind his co-partner by deed, yet if he execute a deed on behalf of the firm, in the presence of and with the consent of his co-partners, it will bind the firm. It seems that a release by one of several partners to a debtor of the firm binds the firm ; but if such release be fraudulent, it will be set aside by a court of equity ; and even a court of law will interfere to prevent a fraudulent release from being pleaded.
Where no time is mentioned in the deed of partnership for its com mencement, the liabilities of the firm will commence from the date of the deed; but in adventures, unless the parties have previously held themselves out as partnere, the liabilities commence from the time fixed by the contract. An in-coming partner is not liable for debts contracted before he joined the firm, but if he pay any of the old debts or interest upon them, or does other special acts, lie may render himself liable in equity. In an adventure an in-coming partner is not liable for the price of the goods. When an infant partner comes of age, and does not disaffirm the partnership, if he wish to avoid lading liable for the future debts, he must give the creditors notice of his disaffirraance : but for the past eoutracts he cannot be sued unless lie promise to pay, or his ratification of the debts contracted in infancy be made hi writing. On the retirement of an ostensible partner, odic* of his retirement must be given, or he will be liable to the erediters of the continuing firm for subsequent contracts made by them. and such notice is usually given in the Gazette ; but notice in the Gazette will not bind creditors who are not shown to have seen the notice. Third perilous have a claim against a dormant partner for contracts entered into by the firm while he was a partner. This claim is founded on such dormant partner being actually a partner : and therefore it is unnecessary, on the dissolution of a partnership between an ostensible and a dormant partner, to give notice of the dissolution to the creditors, in order to protect the latter from subsequent *entracte •, for when the dormant partner has ceased to be a partner, he is relieved from all future liability.
It is collected from the majority of cases that a partnership contract is joint (not joint and several) both at law and in equity. Upon the death of a partner therefore the legal remedy against him in respect to the joint contract is extinguished, and the creditors can maintain an action against the surviving partners only. But the rule of equity as applicable to partners with respect to third parties was considered to be that the joint debts should be satisfied out of the joint estate ; if that were insufficient, then subject to the claims of their separate creditors out of their separate estates proportionally ; and if any of them were insolvent, then out of the remaining separate estates pro portionally. But the case of Devaynes r. Noble (1 3Ier., 529), since affirmed on appeal by lord Brougham (2 R & 31. 495), has established the principle that a partnership contract is several as well as joint; and that a partnership creditor may have recourse for full payment to the estate of a deceased partner. And the same judge (Sir W. Grant) who decided that case, declared that a partnership debt has been treated in equity as the several debt of each partner, though at law it is only the joint debt of all.
It has been before said that notice of the decease of a partner to the creditors of the firm is not necessary to free his estate from future liability ; but it is otherwise if one of the surviving partners be executor of the deceased. A deceased partner sometimes directs his executors to continue the trade ; in that case his estate will be liable to the extent to which he directs his assets to be employed. If the executor exceed that limit, he becomes personally responsible.
In actions by partners, all the partners may, and all ostensible partners must, join as plaintiffs, unless the eontract upon which the action is brought be in writing under seal, when only those partners who are Included can sue thereon. But if a contract not under seal be made by some, for the benefit of themselves and others, those for whose benefit it is made, as well as those whose names appear on the contract, may sue. Parties to a legal partnership cannot recover upon an illegal contract, although its illegality, at the time it was made, were only known to one of the members of the firm. Persons who may legally be partners in foreign countries, as husband and wife, cannot sue here as partners, for by the law of England husband and wife are not permitted to sue as partners. On the other hand, partners trading abroad in such a manner as to make a partnership here, may sue as partners for consignments sent to this country, though they cannot sue as partners at the place of trading by reason of the particular law of that place. The construction of contracts is governed by the laws of the country in which they are made ; but remedies must be pursued by the means pointed out by the law of the country whose tribunals aro appealed to. The laws of the country where the contract was made can only have a reference to the nature of the contract, not to the mode of enforcing it. If partners have occasion to prefer an indictment relating to the partnership property, such property may be stated in the indictment as belonging to one of them by name, and to another or others, as the case may be. But though it is not necessary to name all the partners, yet where there are other partners, that fact should appear In the indictment, or the prisoner must be acquitted.