Long v. . Carter

25 N.C. 238 | N.C. | 1842

It is a general rule of law, that each partner is the accredited agent of the rest, whether they be active, dormant or nominal, and has authority as such to bind them, either by simple contracts (241) respecting the goods or business of the firm, or negotiable instruments circulated in its behalf to any person dealing bonafide. Bond v. Gibson, 1 Camp., 185; Vere v. Ashley, 10 Barn. and Cress., 296; Smith on Merc. Law, 19. Thus we see that the contract must be respecting the partnership business. Then both partners are authorized to treat for each other in everything that concerns or properly belongs to the joint trade. On the other hand, when the transaction has no apparent relation to the partnership, then the presumption is the other way; and the partnership will not be bound by the act of one of the parties without special circumstances. 2 Cox, 312. In a matter wholly unconnected with the partnership one partner cannot bind the other.Sandiland v. Marsh, 2 Barn. and Ald., 673. One partner has no right to guarantee a separate transaction in the name of the rest, unless they afterwards adopt and recognize his acts. Ex parte Nolte, 2 Glyn. and Jam., 306; Crawford v. Sterling, 4 Esp., 207; Payne v. Ives, 3 Dow. and Ry., 664; Smith on Merc. Law, 23; Ex parte Bonboners, 8 Ves., 540. Martindale, the principal debtor to the plaintiff's intestate for bricks sold, had no connection with the firm of Carter and Lamb — his debt was in no sense of the word a partnership debt or a partnership transaction of the said firm. And Carter's subsequent statement, so far from adopting or confirming the act of Lamb in the business, expressly repudiates it. The circumstance that Martindale had, before the date of this note, been a purchaser of goods at the store of the firm, cannot, we think, take this case out of the general rule. This decision steers clear ofCotton v. Evans, 21 N.C. 284. In that case the Court said that a partnership security received from one of the partners simpliciter, in this charge of a separate claim against himself, is a badge of fraud, or such palpable negligence as amounts to fraud, which it would be incumbent on the party, who so took the security, to remove, by showing either that the partner from whom he received it acted under authority of the rest, or at least that he himself had reason to believe so. In deciding that cause, the majority of the (242) Court were of opinion that the evidence proved, that Van Bokkelin had good reason to believe, that William Ellison had the authority of the firm to draw the bill in the name of the firm. In the case now before us, there was no circumstance to warrant a belief in Blachford, that Lamb had the authority of the defendant to sign the name of the firm as surety for Martindale. It was manifest from the form of this security, that it was a mere guaranty by the firm of the debt of another person, with which the firm had no connection. It is not like the case of a note endorsed by a firm and put into circulation and taken in the course of business; for in that there is an apparent benefit or interest in the partnership.

PER CURIAM. No error.

Cited: Hartness v. Wallace, 106 N.C. 431; Powell v. Flowers,151 N.C. 143; Sladen v. Lance, Ib., 494.

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