58 Ala. 230 | Ala. | 1877
The statute establishing the City Court of Selma, provides that civil causes at law, pending in the court, shall be triable by the court without the intervention of a jury, unless the plaintiff, at the commencement of the suit, or the defendant at the time of appearing and plead
This cause was originally commenced in tbe Circuit Court of Dallas county, and transferred to tbe City Court, where a trial was bad by tbe court without a jury, judgment having been rendered in favor of tbe appellee, who was plaintiff, a bill of exceptions was taken, setting out all tbe evidence, and we are required to determine tbe correctness of that judgment rather than any special rulings of tbe court. There are exceptions to tbe admission of evidence, not important in tbe view we take of tbe case, and we pass them, directing our attention to tbe consideration of tbe question, whether tbe evidence discloses that tbe appellee was entitled to recover.
Tbe primary question is, whether a partnership existed between tbe appellant and Blair, who made tbe promissory note, tbe foundation of suit; and if such partnership existed, whether this contract was within its scope, and within-tbe capacity of either partner to bind tbe partnership. Tbe evidence in reference to tbe facts wbicb must control tbe decision of this question is, fortunately, without conflict, and we are not embarrassed by tbe difficulties which must attend tbe revision of questions of fact under this statute, when tbe evidence is oral, and tbe witnesses are contradictory and conflicting in their testimony. Tbe facts are, that appellant was tbe owner of an undivided half of a plantation, situate in Dallas county, and Blair, though not tbe owner, bad possession, and tbe right to occupy tbe other undivided half. In 1866 and 1867, it was cultivated by tbe appellant and Blair, each furnishing one-half tbe labor, and tbe appellant furnishing tbe mules, or tbe necessary team, and Blair devoting bis personal services to tbe supervision of its cultivation, and tbe expenses of tbe plantation to be borne by them equally, tbe proceeds or profits of tbe crops to be
In commercial partnerships, the general principal is, that either partner, by virtue of the relation, is the general agent of the partnership, and has capacity to bind it by any contract or engagement, within the scope of the. partnership business. Bestraints on this capacity, imposed by the partnership agreement, are operative only between the partners themselves. They are not limitations of authority, as to third persons, dealing in ignorance of them, on the faith of the general nature and character of the partnership, and its business. — Mauldin v. Br. Bank Mobile, 2 Ala. 205; Catlin v. Gilder, 3 Ala. 536; Story on Partnership, § 101. But one partner has not, without the consent of the others, power to bind the partnership, though he contracts in the firm name, by any contract not connected with and without the scope of the partnership business. The authority with which he is clothed, and on which strangers dealing with him as the representative of the partnership, have the right to rely, re
In the application of these general principles, regard must be had to the nature and objects of the partnership, and the business it is formed to transact. A partnership may be formed for the transaction of any lawful business, and partnerships exist in most if not all professions, trades and occupations. Some branches of business and some classes of pursuits involve, from their very nature, power and capacity, in either partner, more limited than that of necessity resulting from others. Commercial partners have an implied authority to borrow money, to draw or indorse bills of exchange or promissory notes, in the firm name, binding the partnership, because these acts are incident to the nature of the partnership business, and may be necessary for its transaction. But partners in the practice of law or of medicine, have no such authority, because such acts are not connected with and are foreign to the nature of the partnership and the objects for which it is formed. — Am. Lead. Cases, 545. If a partnership is formed for, and engaged in buying and selling goods, it is not within the scope of its business to receive and undertake to collect promissory notes, or other evidences of debt; and one partner, by undertaking their collection, would impose no liability on the partnership, though contracting in its name. — Hogan & Co. v. Reynolds, 8 Ala. 59. This would lie precisely within the range of the business of partners in the practice of law, as that business is known to be here pursued. Uncontrolled by evidence of usage, which in doubtful cases may determine the inquiry, the test to which the particular transaction must be subjected is, whether it is appropriate to the business in which the partnership is engaged.- — Story on Part. §§ 111-113. If it be not, the partnership is not liable, but only those partners entering into or. assenting to the transaction. Partnerships in planting, or in farming, do not involve the power in each partner to borrow money, or to draw or indorse bills of exchange or promissory notes, because such power is not necessary or appropriate to the business. — Collyer on Part. § 402, p. 366; Story on Part. § 126. In Lea v. Guice, 13 Sm. & Mar. 656, a dormant partner, the partnership business being planting, was charged with a promissory note given by the ostensible partner in consideration of the loan of a promissory note of a third
Though the note may not impose liability on the appellant, he may be liable on the original consideration, if Blair had authority to bind the partnership by the purchase of the mules. The successful prosecution of the joint undertaking required the employment and use of mules or horses suitable for plowing, hauling, ginning, and, it may be, other work necessary in planting, cultivating, gathering, and rendering marketable the crops produced. It is not insisted that Blair had any express authority to make such purchases, and bind the partnership for payment. The stipulation in the partnership agreement, that the appellant should furnish the mules necessary, as a part of his contribution to the joint undertaking, excludes the idea of such authority, as does the stipulation that neither party should by any contract bind the other. The inquiry then is, whether the authority can be implied as a matter of law from the nature and character of the business. When a contract is made by a member of a commercial partnership, the business of the part
It is scarcely necessary to add that the evidence fails to show that the appellant assented to or ratified Blair’s contract of purchase.
"We are of opinion the City Court erred in rendering judgment against the appellant, and its judgment must be reversed, and the cause remanded.