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Powers of Partners

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POWERS OF PARTNERS. General rule. It has been customary to derive the authority of a partner from an assumed relation of mutual agency between the members of the firm, and it is true that the firm is respon sible for whatever is done by any of the partners while acting for it within the limits of the authority conferred by the nature of the business carried on ; 8 H. L. Cas. 268; Loudon Say. Fund Soc. v. tsk., 36 Pa. 498, 7b Am. Dec. 390; Keck v. Fisher, 58 Mo. 532; Davis v. Richardson, 45 Miss. 499, 7 Am. Rep. 732. The principle of agency applies to copartners ; but it is only when one Is acting as their agent that he binds them; Midland N. Bk. v. Schoen, 123 Mo. 650, 27 S. W. 547. It is perhaps more accurate to trace a partner's power to his standing as a co-principal, and to consider his agency an incident of this relation ; 5 Ch. Div. 458, L. R 7 Ex. 218. The relation is a peculiar sort of agency, where the partner is agent for the firm and not merely for the other part ners ; 5 Ch. Div. 458. Whatever the source of a partner's power, it is, as a rule, limited to acts incident to carrying on, in the usual way, the particular business in which the firm is engaged, and each partner has the power to manage the ordinary business of the firm, and, consequently, to bind his co partners, whether they be ostensible, dor mant, actual, or nominal; 2 B. & Ald. 673 ; 1 Cr. & J. 316; by whatever he may do, in the course of such management, as entirely as to bind himself. But the acts of a part ner wholly unconnected with the business of the partnership do not bind the firm ; 2 B. & Ald. 678; Eastman v. Cooper, 15 Pick. (Mass.) 290, 26 Am. Dec. 600; Lawrence v. Dale, 3 Johns. Ch. (N. Y.) 23; nor will an act beyond the scope of the partnership; Sargent v. Henderson, 79 Ga. 268, 5 S. E. 122.

The partner's authority is incident to, and co-extensive with, the business ; Pars. (Jas.) Partn. § 133. A partner's authority to act cannot be restricted by notice from another Partner to a third party; Gillilan v. Ins. Co., 41 N. Y. 376. An insolvent partner has the same authority, even after dissolution; Hub bard'v. Guild, 1 Duer (N, Y.) 662. Partners may, by agreement, restrict the authority of a partner, as between themselves, but not as to third parties, without notice; Pars. (Jas.)

Part. § 134 ; nor can either exclude the other from an equal share in the management of the concern or the possession of partner ship effects ; Law v. Ford, 2 Paige (N. Y.) 310; 2 J. & W. 558.

One of two partners in the practice of the law has no authority to accept for the firm an agency for the mere sale of real es tate; Robertson v. Chapman, 152 U. S. 673, 14 Sup. Ct. 741, 38 L. Ed. 592.

Accounts. One partner can bind his firm by rendering an account relating to a part nership transaction ; 8 Cl. & F. 121; Cady v. Kyle, 47 Mo. 346; Lind. Part., 2d Am. ed. *28 ; and the periodical statements of firm accounts are, in the absence of fraud or mis take, conclusive on the partners; Stretch v. Talmadge, 65 Cal. 510, 4 Pac. 513 ; Gage v. Parmelee, 87 DI. 329; Broderick v. Beaupre, 40 Minn. 379, 42 N. W. 83.

Actions. One partner can bring an ac tion on firm account in his own and his co partners' names without their consent; In re Barrett, 2 Hughes 444, Fed. Cas, No. 1, 043; but they are entitled to indemnity if he sues against their will; 2 Cr. & M. 318; Jones v. Hurst, 67 Mo. 568. This power of a partner survives the dissolution of the firm ; Ward v. Barber, 1 E. D. Sm. (N. Y.) 423. One partner cannot, as a rule, sue in his own name for a firm debt ; the suit must be in the names of all; Wright v. Williamson, 3 N. J. L. 978.

Admissions. • After the relation of part nership has been established, a partner may bind, his co-partnr by an admission; Pars.

(Jag.) Partn. § 121; Collett v. Smith, 143 Mass. 473, 10 N. E. 173; Franklin v. Hoad ley, 115 App. Div. 538, 101 N. Y. Supp. 374; Munson v. Wickwire, 21 Conn. 513 ; Carts v. Nimmons, 92 Mo. App. 66 ; Western Assur. Co. v. Towle, 65 Wis. 247, 26 N. W. 104; but the existence of the partnership must be shown by other evidence; Union N. Bk. v. Underhill, 102 N. Y. 336, 7 N. E. 293; Hahn v. Ins. Co., 50 Ill. 456 ; Taft v. Church, 162 Mass.. 527, 39 N. E. 283. The admissions of a partner as to firm business bind the firm; 2 C. & P. 232; but are not necessarily conclusive; .2 K. & J. 491; McElroy v. Lud lum, 32 N. J. Eq. 828. The admissiOn of one partner in legal proceedings is the admission of all ; 1 Maule & S. 259; Abrahams v. Myers, 40 Md. 499; Dodds v. Rogers, 68 Ind. 110; Cady v. Kyle, 47 Mo. 346.

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