He may collect and pay debts, make and perform all proper partnership contracts, and the like; but he would have no more authority than any other partner to apply partnership property or credits to his own uses, and his authority to assign all the property for the benefit of creditors would be limited like that of any other partner. 45 Express or tacit consent, or subsequent ratification, may, of course, extend the range of the managing partner's authority,46 even beyond the scope originally fixed for the partnership. § 280. Same subject-Several managers-Directors.-Instead of confiding the management of the partnership affairs to a single partner, as discussed in the preceding section, it may be confided to two or more. In the case of large partnerships, especially those, like joint stock companies, with transferable shares, the articles frequently provide for management by a board of managers or directors elected by the other partners, very much as in the case of a corporation. These boards of directors or managers are also not infrequently provided with regular officers, such as president, secretary, and the like. They then assume much more closely the external appearance of corporations; but there is nothing in these provisions inconsistent with the law of partnership, and in some States such partnerships are not uncommon.47 The form of organization of these partnerships is ordinarily not such 45 May assign, if, and only if, it is necessary and other partners are absent where they can not be consulted: Williams v. Gillespie (1888), 30 W. Va. 586, 5 S. E. 210; Claflin v. Evans (1896), 55 Ohio 183, 45 N. E. 3, 60 Am. St. R. 686; Callahan v. Heinz (1898), 20 Ind. App. 359, 49 N. E. 1073; Forbes v. Scannell (1859), 13 Cal. 242. 46 As to ratification of unauthorized act by taking benefits, see Johnston v. Bernheim (1882), 86 N. Car. 339. 47 See People v. Coleman (1892), 133 N. Y. 279, 31 N. E. 96, 16 L. R. A. 183; Willis v. Chapman (1896), 68 Vt. 459, 35 Atl. 459; Great Southern Hotel Co. v. Jones (1899), 177 U. S. 449, 20 Sup. Ct. 690, 44 L. ed. 482; Warner v. Beers (1840), 23 Wend. (N. Y.) 103; Spotswood v. Morris (1906), 12 Idaho 360, 85 Pac. 1094, 6 L. R. A. (N. S.) 665; Pettis v. Atkins (1871), 60 Ill. 454; Moore v. May (1903), 117 Wis. 192, 94 N. W. 45. as to mislead persons dealing with them into the belief that the individual shareholders are authorized to act as agents for all. § 281. Of the powers of a majority. The extent to which a majority of the partners may control the partnership affairs is perhaps not entirely settled by the authorities. It is clear, however, that no majority however large can, against the dissent of the minority, change the essential nature or extent of the partnership business as originally agreed upon, as, for example, to alter or amend the articles, reduce or increase the capital, embark upon a new business, change its agreed location, alter the share of a partner, admit a new member, and the like. If they attempt to do so, the dissenting partners will not be bound.48 Neither can any majority deprive the minority of any rights given by the partnership agreement, or inherent in the nature of the partnership. § 282. But as to matters pertaining merely to the manner of conducting the business, and all questions concerning what are sometimes called the internal affairs of the partnership, it is equally clear that, if the articles do not determine them, the partners themselves must decide, and here in accordance with a well settled principle applicable to such cases to which, by implication, all have agreed, the majority will prevail. While one of two partners cannot, therefore, prevail against the expressed dissent of his partner, inasmuch as each has an equal voice,49 it is held that a majority, where there are more than two, can prevail as to these incidental matters, even against the dissent of the minority, if they act fairly and in good faith.50 A majority, however, will not, simply because it 48 See Natusch v. Irving (1824), 2 Coop. temp. Cot. 358; Const v. Harris (1824), Turn. & R. 517; Abbott v. Johnson (1855), 32 N. H. 9; Zabriskie v. Railroad Co. (1867), 18 N. J. Eq. 178, 90 Am. Dec. 617. Majority cannot expel a member unless by virtue of some provision in the articles, and then only if it acts fairly and in pursuance of the con- 1 50 See Johnston v. Dutton (1855), 27 Ala. 245, Mechem's Cas. 371, Gilm. Cas. 391; Cotton Plant Oil Co. v. Buckeye Oil Co. (1909), 92 Ark. 271, 122 S. W. 658; Staples v. is a majority, be permitted to oppress the minority or despoil them of their rights.51 The Uniform Partnership Act provides that "any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners. Serious violation of the rule may doubtless be prevented by injunction, and pertinacious disregard of it, at least, would doubtless be good ground for a dissolution.54 1152 § 283. Ratification of unauthorized acts.-The acts of one partner which may bind the partnership may be not only those which have been previously and expressly authorized, or which are implied from the existence of the relation, and the like, but may also be those which, though unauthorized when done, have subsequently been ratified by the other partners, either expressly or by implication. Liability may thus be imposed either in contract or in tort.55 The occasions and conditions of ratification Sprague (1883), 75 Me. 458; Pea- L. R. A. 1918 A 924. 51 See Chicago Hansom Cab Co. v. Yerkes (1892), 141 Ill. 320, 30 N. E. 667, 33 Am. St. R. 315; Farmers' L. & T. Co. v. New York, etc., R. Co. (1896), 150 N. Y. 410, 44 N. E. 1043, 55 Am. St. R. 689, 34 L. R. A. 76 (corporation cases, but the principle is the same). As to the proper attitude of the majority, see Wall v. London Assets Corp. [1898], 2 Ch. 469. 52 Sec. 18(h). 58 See ante, § 226. 55 See Porter v. Curry (1869), 50 Ill. 319, 99 A. Dec. 520, Mechem's Cas. 343; Maclean v. Dunn (1828), 4 Bing. 722; Holbrook v. Chamberlin (1874), 116 Mass. 155, 17 Am. Rep. 146; Davis V. Richardson (1871), 45 Miss. 499, 7 Am. Rep. 732; Enterprise Oil & Gas. Co. v. Transit Co. (1896), 172 Pa. 421, 33 Atl. 687, 51 Am. St. R. 746; Rock v. Collins (1898), 99 Wis. 630, 75 N. W. 426, 67 Am. St. R. 885; Clark v. Hyman (1880), 55 Iowa 14, 7 N. W. 386, 39 Am. Rep. 160; McGahan v. Rondout Bank (1894), 156 U. S. 218, 15 Sup. Ct. 347, 39 L. ed. 403; Hull v. Young (1888), 30 S. Car. 121, 8 S. E. 695, 3 L. R. A. 521 (ratification of execution of note in these cases are the same as in any other case of agency-the firm or the other partners being principal, and the partner acting being agent,-and as the reader is assumed to be familiar with this subject from his previous study of agency, no extended discussion of it will be attempted here.56 It is worth while, however, to recall that in order that there may be ratification the act in question must have been done by the partner as agent for the partnership; that the partners alleged to have ratified must have had full knowledge of all of the material facts concerning the act to be ratified; and that where ratification is sought to be predicated upon the receipt or acceptance of the alleged benefits of the act, such acceptance must have taken place under circumstances fairly manifesting a consenting and approving mind. The mere fact that benefits may have resulted to the partnership is not, occasional statements to the contrary notwithstanding, of itself enough to establish ratification,57 however much it might at times justify a recovery in quasi contract. As in other cases, a subsequent ratification could not cut off intervening rights.58 under seal); Hurt v. Clarke (1876), 56 Ala. 19, 28 Am. Rep. 751; Levi v. Latham (1884), 15 Neb. 509, 19 N. W. 460, 48 Am. Rep. 361; Fillans v. Greenfield (1917), 39 S. Dak. 226, 164 N. W. 63. 56 See 1 Mechem on Agency, §§ 376 et seq. 57 See Dawson v. Elrod (1899), 105 Ky. 624, 49 S. W. 465, 20 Ky. Law R. 1436, 88 Am. St. R. 320, Mechem's Cas. 380. 58 See Coleman v. Darling (1886). 66 Wis. 155, 28 N. W. 367, 57 Am. Rep. 253. CHAPTER XI. WHO ARE BOUND BY THE ACTS OF A PARTNER. § 284. In general.-The question, who are bound by the acts of a partner, presents several different aspects. It is the question of the rights and remedies of third persons based upon the act of one or more partners. It may arise under varying circumstances, as, for example, where one partner has assumed to bind the firm, but it is claimed that his act was unauthorized; where he apparently acts for himself alone, but it is claimed that the firm was the real party; where certain persons were ostensibly the only partners, but it is claimed that others were also actually in the firm; where the act was the making of a contract; where it was the commission of a tort, and the like. The |