118 Pa. 355 | Pa. | 1888
Opinion,
The defendant is a limited and not a general partnership-The powers of the members are subject to the restraints and limitations imposed by law, and these are operative as well against strangers dealing with the partnership as against the members themselves. In a general way this was conceded by the learned court below; but, in describing the authority of Mr. Winter, who was chairman of the company, we think the court erred in attributing to him an authority he did not possess. . Thus, in the charge the learned judge said: “ As we instruct you, Mr. Winter had a right to sell this oil. He was-chairman of the concern and — to put it clearly and without question apart from the evidence — we instruct you as matter of law, the very position he had as a member of this firm, and as the executive head of it gave him a right to sell any oil they had, whether the whole stock in hand or not, even if there was an agreement between him and the other members of the firm that he should not sell for the price he did sell.” In answering the third point of the defendant the same idea was still more strongly expressed. The judge then said: “ I instruct
The validity of the limited partnership in the present case has not been impeached or even questioned. We assume it to be entirely legitimate and therefore subject to the operation of the law relating to limited partnerships. Under that law the individual members do not have the authority of general partners. The powers of the association are to be exercised by a board of managers and not by each of the members. Other limitations are imposed not necessary to be now considered, but it is perfectly certain that the general authority of an ordinary partnership does not exist in the individual members. Strangers dealing with a limited partnership, being supposed to know the law, are bound by the limitations imposed upon the members, and cannot have the benefit of those inferences which flow from a relation of general partnership merely. We think the third point of the defendant should have been affirmed as it stood, and if it was true that the board of managers had on the 12th of July, 1886, refused to make the sale to the plaintiff at 6J cents, the jury should have been instructed that the sale made by'Winter was not binding upon the defendant. These views require a reversal of the judgment upon the third assignment of error.
We are also of opinion that both the plaintiff and the defendant are bound by the restriction of liability in any case
Judgment reversed.