54 Ala. 363 | Ala. | 1875
A partnership is an entirety; the title
to its property resides not in the individual members, but in the partnership. Every partner owns the whole property, subject to the equal ownership of every other partner, and without the consent of his associates, no one partner can convert his ownership of any part, into a separate, absolute ownership.—Parsons on Part. 168. Not only does the title to partnership property reside in the partnership, but the possession also, and each partner has an equal right with his associates to possession, from which he may not be rightfully excluded, without the interference of a court of equity. —Law v. Ford, 2 Paige, 310. Each partner may receive the property, or collect its debts, and a delivery or payment to him is a delivery or payment to the partnership. The acts or contracts of one within or belonging to the business of the firm, are binding on the partnership, because within the authority the nature of the association confers, and for the prevention of the frauds which could otherwise be practiced on those dealing with them. — Parsons on Part. 95-102.
The cotton, the subject of the suit, was not the property of the plaintiff, though stored with the appellees, by him as his individual property. Such storing did not change the title — neither by that or any other act in which his associates did not concur, could the appellant change the title, converting it into his separate property. Nor was the possession changed — that resided in all the partners equally — the possession of one is the possession of all. When, therefore, the cotton was delivered to Pierce, it was delivered to the partnership. He had authority to receive it, and to discharge the appellees from all liability for it, as he would have had authority to receive payment of a debt due the partnership, thereby extinguishing it.
But it is said the appellees were the bailees of the appellant, and are estopped to deny his title to the cotton. The general proposition, that a warehouseman is a bailee, standing to his principal in the relation of an agent, and incapable of disputing the title of the principal, is not doubted.—Edwards on Bail. 305-6. The purpose of the rule is to compel fidelity on the part of the agent, and to remove from him all temptations to use his possession for his own personal advantage, and to the injury of his principal. If the warehouseman is informed the goods are not the property of the principal, a delivery to the principal would be a conversion for which the true owner could hold the warehouseman answerable in trover.—Nelson v. Iverson, 17 Ala. 217; Jones v. Fort, 36 Ala. 449 ; St. John v. O’Connel, 7 Port. 466; Gray v. Crocheron, 8 Port. 191; Lee v. Matthews, 10 Ala. 682.
The case is an illustration of the justice of the principle, and of the frauds to which innocent third persons, dealing with the partners, would be subject if the law was otherwise. The controversy grows out of a struggle between two partners, ea.ch endeavoring to reduce to his own exclusive possession partnership property, compelling the other to sue him for a settlement of partnership affairs. In this struggle they were unmindful of the damage they might inflict on others, strangers to their quarrels. The appellant stores the cotton in his own name — as his own property. The other partner ascertaining this fact, by stratagem and fraud, obtains possession from the depositary. The depositary, to whom no want of good faith is imputable, and who, observing a custom of trade, intended to make, and supposed he was making a proper delivery, is sought to be made liable for the delivery to the appellant’s associate, whose right to the cotton and possession was equal to and of the same character as the appellant’s. The appellant must be regarded as hav
It is not material the appellees did not know they were making a delivery to Pierce, but supposed they were delivering to Bedell & Son. They intended to make a rightful delivery, in obedience to their duty; and that it was intended to deceive them does not change the character of the delivery, if it proved in fact to be rightful; and such it was, being to the partnership, in contemplation of law. The rulings of the circuit court, conformed to these views, and its judgment is affirmed.