No arrangement between the partners themselves can limit or prevent their ordinary responsibilities to third persons, unless the latter assent to such arrangement. Collyer, Partn. 386 ; 2 Barnew. & Ald. 679 ; 3 Kent, Comm. 41 ; 5 Mas. C. C. 187, 188 ; 5 Pet. 129 ; 3 Barnew. & C. 427. But where the creditor nas express notice of a private arrangement between the partners, by which either the power of one to bind the firm or his liability on partnership contracts is qualified or de feated, such creditor will be bound by the arrangement. Collyer, Partn. 387 ; 12 N. H. 275 ; 4 Ired. No. C. 129 ; 38 N. H. 287 ; 6 Pick. Mass. 372 ; 4 Johns. N. Y. 251 ; 5 Conn. 597, 598 ; 1 Campb. 404 ; 5 Brown, Parl. Cas. 489 ; Lindl. Partn. 260 et seq., 267-269. The act or contract of one partner, even in a transac tion purely of a partnership nature, does not bind the firm if the creditor has express no tice from the other partners that they will not consider themselves responsible, 1 Salk. 202 ; 10 East, 264 ; 1 Stark. 164 ; 1 Younge & J. Exch. 227 ; for the authority of one partner to bind the firm is only implied ; and no one can become the creditor of another against his, express and declared will. Chitty, Contr. 1860 ed. 284 ; Collyer, Partn. f 387.
18. One partner may interfere, and, by his dissent from future contracts by his copartner or from tbe closing of contracts with him which have not become binding upon the firm, be may, upon express notice there4 avoid any liability subsequently ariaing upon such contracts if entered into, unless the dis senting partner afterwards assents to and ratifies the transaction. 1 Stark. 164 ; 3 Kent, Comm. 45 ; 3 Conn. 124 ; 1 Campb. 403 ; 16 Viner, Abr. 244; 15 Me. 198; Collyer, Partn. N 388, 389 ; Pothier, Partn. n. 90. But it seems that the dissenting partner would not be liable merely on the ground that the goods purchased, or the fruita of the contract, canie to the use of the firm, 15 Me. 178, 181 ; 3 Conn. 124 ; 10 East, 204 ; 1 Younge & J. 227, 230, unless they were of some benefit to the firm. 1 Stark. 104 ; 15 Me. 181. It has, however, been questioned whether the dissent of one partner, where the partnership consists of more than two, will affect the validity of partnership contracts made by the majority of the firm in the usual course of business and within the scope of the concern. 3 Kent, Comm. 45 ; Collyer, Partn. gi 147, 389 a,nd note ; Story, Partn. 123 ; 1 Johns. Ch. N. Y. 400; 4 id. 673, 597 ; 1 Turn. & R. Ch. 496, 517, 525. It ia said by a learned writer that, in the absence of an express stipulation, a majority must decide as to the disposal of the partnership property, 3 Chitty, Comm. Law, 234 ; but the power of the majority must be confined to the ordinary business of the part nership, Collyer, Partn. 197 ; 9 Hare, Ch. 326 ; 3 DeGex & J. 123 ; 4 Kay & J. 733 ; 2 Phill. 740 ; 14 Beav. Rolls, 367 ; 2 DeGex, M. & G. 49 ; 3 Smale & G. 176 : it does not
extend to the right t,o change any of the articles thereof, Collyer, Partn. 198; Story, Partn. 125 ; 4 Johns. Ch. N. Y. 573 ; 32 N. H. 9, nor to engage the partnership in trans actions for which it was never intended. Gow, Partn. 3d ed. 398, App. ; 3 Maule & S. 488 ; 1 Taunt. 241 ; 1 Sim. & S. Ch. 31. Where a majority is authorized to act, it must be fairly constituted and must proceed with the moat entire good faith. Turn. & R. Ch. 525 ; 10 Hare, Ch. 493 ; 5 DeGex & S. 310.
19. Each partner is liable to pay the whole partnership debts. In what proportion the partners shall contribute is a matter merely among themselves. Lord Mansjield, 5 Burr. 2613. Universally, whatever agree ment may exist among the partners them selves, stipulating for a restricted responsi bility, and however limited may be the ex tent of his own separate beneficial interest in, and however numerous the members of, the partnership, each individual member is liable for the joint debt to the whole extent of his property. Bisset, Partn. 9 ; 5 Burr. 2611 ; 2 Blackst. 947 ; 9 East, 516 ; 5 Term, 601; 1 Ves. & B. Ch. Ir. 157 ; 2 Deas. So. C. 148 ; 6 Serg. & R. Penn. 333 ; 1 Lindley, Partn. 300. In Louisiana, ordinary partners are bound in solido for the debts of the partner ship, La. Civ. Code, art. 2843 ; each partner is bound for hie share of the partnership debts, caleulating such share in proportion to the number of partners, without attention to the proportion of the stock or profits each is entitled to. Id. art. 2844.
Partners are said to be joint tenants of the partnership property without benefit of' sur vivorship inter 3e. Bisset, Partn. 44, 45 ; 7 Jarman, Cony. 67 ; Comyns, Dig. Merchants (D) ; Collyer, Partn. 123 ; Story, Partn. ee 89, 90. But, in addition to the ordinary right of joiqt tenants, each partner has also a power, singly, to dispose of the entire right of all t,he partners in the partnership effects, for the purposes of partnership and in the name of the firm. Bisset, Partn. 45 ; Story, Partn. 90; Cowp. 445.
20: Partnership also differs from a ten ancy in common in reference to the power of disporl, and because, inter se, each partner has a' claim, not to any specific share or inte rest in the property in specie, as a tenant in wmmon has, but to the proportion of the residue which shall be found to be due to him upon the final balance of their accounts, after the conversion of the assets and the liquidation thereout of all claims upon the partnership ; and therefore each partner has a right to have the same applied to the dis charge and payment of all such claims before any one of the partners, or his personal repre sentatives, or his individual creditors, can claim any right or title thereto. Story, Partn. 97 ; 7 Jarman, Cony. 68 ; Cowp. 469 ; 1 Ves. Sen. Ch. 239 ; 4 Ves. Ch. 396 ; 6 id. 119 ; 17 id. 193.