within the scope of the partnership business, and within the powers belonging to each partner, then the seal may be disregarded, and the instrument may be ratified as a simple contract. Walsh v. Lennon, supra; Mechem, Ag. § 141; Story, Partn. (7th Ed.) § 122; Sterling v. Bock, 40 Minn. 11, 41 N. W. 236; Human v. Cuniffe, 32 Mo. 316; Robinson v. Crowder, 4 McCord (S. C.) 519, 17 Am. Dec. 762; Deckard v. Case, 5 Watts (Pa.) 22, 30 Am. Dec. 287. In other words, "the mere addition of a seal to a contract within the ordinary scope of the business, which requires none, does not vitiate the contract." Amer. & Eng. Enc. Law, p. 1004, and cases in note 1. This doctrine is conceded to be applicable to the instrument upon which the present suit is brought, so far as that instrument is a mere bill of sale. Where there is a simple transfer of property, the addition of a seal neither adds to nor detracts from the effect of the transfer; and consequently, if it is signed and sealed in the firm name by one partner, it is not thereby rendered inadmissible in evidence against the other partners. But it is said that the addition of the seal to the firm name by the signing partner makes the instrument inadmissible against the other partners, so far as the warranties or guaranties contained in it are concerned. There are some authorities which hold that an unnecessary seal may be disregarded in instruments of transfer, but not in those creating a new and original obligation, in the nature of a specialty debt. 1 Bates, Partn. § 418, note 2. But where the obligations contained in a bill of sale of personal property, as well as the transfer of the interest in the property itself, are within the ordinary scope of the partnership business, and within the powers of each individual partner, the non-executing partners are not relieved from liability upon such obligations by the mere fact that the partner signing the firm name affixes a seal. The firm of Levi Dillon & Sons were dealing in Norman stallions. Each partner had the power to sell these stallions, and there was involved in such power of sale the further power to warrant the quality of the horse, as to its fitness for the purpose for which it was sold. Partners are considered as sanctioning the contracts which they singly enter into in the course of trade. By the act of entering into the partnership, each partner is made the general agent of his copartners as to the firm business. Deckard v. Case, 5 Watts (Pa.) 22, 30 Am. Dec. 287. Where a general agent is employed to carry on business, the authority to sell, which is conferred upon him, may carry along with it the power to warrant, if it is usual, as it was here, to give a warranty when making a sale in such business. Brady v. Todd, 9 C. B. (N. S.) 592; Bid. War. §§ 14, 15. A general agent employed to carry on the business of horse dealing for his employer has an implied authority to warrant soundness, when making sale of a horse. 2 Benj. Sales, marg. pp. 618-620, §§ 830, 831. Where a dealer contracts to supply an article in which he deals, to be applied to a particular purpose, so that the buyer necessarily trusts to the judgment of the dealer, there is an implied warranty that it is fit for

the purpose to which it is to be applied. Jones v. Just, L. R. 3 Q. B. 197; Bid. War. § 167.

For the reasons here stated, we are of the opinion that the circuit court committed no error in refusing the instructions refused, or in admitting the evidence objected to. The judgment of the appellate court is accordingly affirmed.1

SECTION 4.-POWERS OF MAJORITY.

JOHNSTON et al. v. DUTTON.

(Supreme Court of Alabama, 1855. 27 Ala. 245.)

GOLDTHWAITE, J. The evidence in this case tended to show that the appellants and one Vanderslice carried on in copartnership a steam sawmill, which by the articles of copartnership was to continue at least five years; that the note sued on was given with the concurrence of two of the partners, Fogg and Vanderslice, for supplies necessary for the hands engaged in carrying on the mill, which had been ordered by one of them. Upon these facts alone there can be no doubt that the firm would be bound. The furnishing of supplies to those engaged in the immediate direction of the business was essential to the conducting of it, and within the scope of the purpose fór which the individuals had associated; and the authority of either of the partners to purchase such supplies, and give the note of the firm, cannot be questioned.

The principal ground of objection, however, is that the evidence. proved that, before the goods were furnished and the note given, the appellant Johnston gave notice to the public that he would not be responsible for any future debt contracted on account of the copartnership, and that this notice was brought home to the party with whom the debt was contracted; and it is insisted that its effect was to revoke the authority of the other partners, so far as he was concerned, to bind the firm from that time.

It is to be observed that in the present case the contract was concurred in by two members of the firm; and the question, therefore, is as to the right of the majority to bind the other partners, against their dissent, as to matters appertaining to the common business, and in the absence of any stipulation conferring that power in the articles of copartnership. This question is a new one in this court, and, indeed, we

1 As to the liability of the firm by reason of negotiable paper or sealed instruments executed in the name of one partner, but for the use and benefit of the firm, see the cases in chapter IV, section 3, ante.

have found no case in which it has been expressly decided. Both in England and the United States there are cases which assert the general proposition that a partner may protect himself against the con-. sequences of a future contract, by giving notice of his dissent to the party with whom it is about to be made. Gallway v. Matthew, 10 East, 264; Willis v. Dyson, 1 Stark. 164; Vice v. Fleming, 1 Y. & Jerv. 227, 230; Leavitt v. Peck, 3 Conn. 125, 8 Am. Dec. 157; Feigley v. Sponeberger, 5 Watts & S. (Pa.) 564; Monroe v. Connor, 15 Me. 178, 32 Am. Dec. 148. And where the firm consists of but two persons, and there is nothing in the articles to prevent each from having an equal voice in the direction and control of the common business, the correctness of the proposition cannot be questioned. In such case the duty of each partner would require him not to enter into any contract from which the other in good faith dissented; and, if he did, it would be a violation of the obligations which were imposed by the nature of the partnership. It would not, in fact, be the contract of the firm; and the party with whom it was made, having notice, could not enforce it as such. So, if the firm was composed of more than two persons, and one of them dissented, the party with whom the contract is made acts at his peril, and cannot hold the dissenting partner liable, unless his liability results from the articles or from the nature of the partnership contract. All the cases can be sustained on this principle; and it is in strict analogy with the civil law, which holds, where the stipulations of the partnership expressly intrust the direction and control of the business to one of the partners, that the dissent of the other would not avail, if the contract was made in good faith. Pothier, Traite du Com. de Soc. Nos. 71, 90. And such, also, we think, is the rule of the common law. Const v. Harris, Turn & Russ. 496; Story on Part. § 121. Were it otherwise it would be denying to parties the right to make their own contracts. If our views as to the governing force of express stipulations are correct, the effect of such terms or conditions as result by clear implication from the articles, or arise out of the nature of the partnership, must be the same. It is as if they had been expressly provided.

Now, whenever a partnership is formed by more than two persons, we think that in the absence of any express provision to the contrary there is always an implied understanding that the acts of the majority are to prevail over those of the minority as to all matters within the scope of the common business; and such we understand to be the doctrine asserted by Lord Eldon in Const v. Harris, supra, and such was the opinion of Judge Story. Story on Part. § 123; 3 Kent's Com. (5th Ed.) 45. The rule as thus laid down is certainly more reasonable and just than to allow the minority to stop the operations of the concern against the views of the majority. We do not say that it would be a bona fide transaction, so as to bind the firm, if the majority choose wantonly to act without information to or consultation with the minority. Story on Part. § 123. But when, as in the present case, the

one partner has given notice, and expressed his dissent in advance, there could be no reason or propriety in requiring him to be consulted by the other two.

We do not consider the cases to which we have been referred, holding that one partner has the right at pleasure to dissolve a partnership, although the articles provide that it is to continue for a specified term (Marquand v. Mfg. Co., 17 Johns. [N. Y.] 525; Skinner v. Dayton, 19 Johns. [N. Y.] 513, 10 Am. Dec. 286), as having any bearing on the case under consideration. Conceding they are law--which is doubtful (Story on Partn. § 275, note 3, and cases there cited)—the decision rests solely upon the ground that the limitation on the right of dissolution is incompatible with the nature of the copartnership contract; and this principle does not militate against the position we have asserted. The dissent, in the present case, cannot be regarded as a dissolution; for, if effectual, it would not necessarily produce that result, although it might operate to change the mode of conducting the business. In other words, it might be carried on without contracting debts.

Our conclusion is that the act, being concurred in by two of the partner's, was, under the circumstances, the act of the firm, and that the charge, asserting the proposition that the dissent of one partner against the other two would necessarily exonerate him, was properly refused.

Judgment affirmed.

MONROE v. CONNER et al.

(Supreme Judicial Court of Maine, 1838. 15 Me. 178, 32 An. Dec. 148.) Assumpsit against James Conner and William Coleman. Conner lived at Gardiner, and owned a carding and fulling mill at Unity. The business of carding wool and dressing cloth was carried on at that mill by Coleman, and the articles charged were furnished by the plaintiff and delivered at the mill. The plaintiff claimed to recover against both, on the ground that Conner and Coleman were partners in the business carried on at that mill. No articles of copartnership were produced or proved to have been made, and the plaintiff relied on other evidence tending to prove the partnership. Conner denied the partnership, and offered evidence tending to prove that he had given notice to the plaintiff that he would not be holden on any conmade by Coleman. The counsel for Conner requested the judge to instruct the jury that if Conner notified the plaintiff's agent, who delivered all the articles, before the delivery, that he, Conner, would not be holden for anything unless delivered by his order, then Conner is not holden for anything delivered to Coleman after such no

tracts

tice.

The judge did not give this instruction, but did instruct them that if, from the evidence in the case, they were satisfied that the defendants were copartners, such notice would not discharge Conner

from further liabilities, unless he should show them that by the conditions of the copartnership such power was reserved to Conner. At the request of Conner's counsel the jury were directed to find whether such notice was or was not given. The jury found a verdict for the plaintiff, and also found that such notice had been given. Conner filed exceptions.

SHEPLEY, J. The question presented in this bill of exceptions is one of no inconsiderable importance in a mercantile community, and there is found to be some difference of opinion respecting it. The general rule is that the contract of one partner binds all in transactions relating to the partnership, and this rule prevails when the partner making the contract applies the fruits of it to his own private use, if the contract is made in the usual course of business, and the appropriation be unknown to the other party to the contract. So one partner can make purchases, and can sell, pledge, and assign the partnership goods, and in these acts bind all the partners.

When a partnership becomes known, and its course of dealing has been established, all are at liberty to regard one as acting for the benefit of all the partners in this accustomed course of dealing. If it were not so, there could be no safety in commercial contracts of this character. But the right of one partner to bind all rests upon the principle that all have agreed that he should do so.

This agreement is either expressed, or implied by law from the nature of the association or from the customary course of dealing. There is nothing inconsistent with this rule in allowing one of the partners to dissolve the contract of partnership, giving due notice that such power to bind him has ceased to exist. This he may, without doubt, do where there is no special agreement that the partnership shall continue for a definite period, which is yet unexpired. Whether one partner may dissolve the partnership before the agreed time expires may admit of doubt. Upon principle, however, it would seem that it was only for the other party to that contract to complain; it being of no importance to others whether they violate contracts between themselves, if full notice is given, so that others may understand to whom they are to give credit. Kent evidently inclines to the opinion that the dissolution may take place. 3 Com. 54. And such is the law in New York (Marquand v. Mfg. Co., 17 Johns. 525; Skinner v. Dayton, 19 Johns. 538, 10 Am. Dec. 286); while the law would appear to be different in England (16 Ves. 56; 1 Swanst. 495). It does not, however, become necessary to express any opinion upon this point, as there is no proof in the present case that the partnership was formed for any definite period. In such cases it is admitted that one partner may by notice dissolve, and thus prevent those having such notice from making further contracts to bind the partnership. If such a power exist as to all persons, it would be difficult to deny that one partner could protect himself against a particular contract by actual notice. that he dissented from it before it was concluded. Such a notice re