2 Mich. 102 | Mich. | 1851
Tbis is an action of assumpsit, brought by tbe plaintiff in tbe Wayne County Court, for work and labor claimed to have been performed for tbe defendants in then- Mining business.
Tbe cause was submitted to tbe Court below, on a written statement, in which it is admitted, that tbe defendants impleaded in this suit, include all tbe members of tbe company; that they all signed tbe original articles of co-partnership, and prosecuted tbe business of mining under them.
After the services were rendered, the plaintiff, as appears by the case,, made out an account therefor, against the company, the balance of which, after deducting some small sums which had been paid and credited, amounted to ^14'7 43, on which John Greenfield, their superintending agent of the hands employed on the mining location, certified to John Winder, a member and also one of the managers of the company, that the account was correct, and that the balance thereof, was due to the plaintiff; Winder afterwards, on presentation of the account and certificate to him, paid the plaintiff $40, which was endorsed thereon.
It is a well settled principle of law, “that the acknowledgment by one partner, during the continuance of the partnership, of a debt, as due by the partnership, will amount to a promise binding on the firm.” The certificate of the superintending agent, and the recognition of the account by a member and one of the managers of the Company, constitute sufficient evidence of such acknowledgement. “And so a part payment of a debt of a firm by one partner, during the continuance of the partnership, will not only extinguish pro tanto the partnership debt, but will operate as an admission of the existence of the residue of the debt, binding on all the partners.” (Story on Partnership, p. 160.)
These are rules of law about which there has never been any disagreement, either by legal authors, or courts of last resort; and by them all the members of this company, are equally liable to the plaintiff, for the payment of the balance due him on the account.
The question: “ Whether a member who had sold out his shares in the company stock, would be relieved from liability without notice, before the work was done, or from the payment of debts created subsequent to such sale,” propounded to the Court for decision, is not involved in the case, as it is drawn up and submitted; the answer is, that each member of the partnership, will continue liable to third persons, for any debts or liabilities incurred in the transaction of their legitimate company business, until a dissolution of the copartnership, and notice thereof; (Story on Part., § 334, ’5 and ’6, together with cases therein
The opinion therefore of this Court is, that the plaintiff is entitled to judgment for the balance of his account, and interest from the time of its liquidation.