Wilkins & Rollins v. Pearce

5 Denio 541 | N.Y. Sup. Ct. | 1848

By the Court, Beardsley, Ch. J.

There was sufficient evidence to authorize the jury to find that when Glentworth’s draft was accepted by the plaintiff, and the agreement to pay it at maturity executed, the three defendants were copartners in business, under the style and firm of Wilkins, Rollins & Co. It was not pretended that the copartnership was so limited in its nature, that one of its members could not bind the firm to indemnify a third person against an acceptance which he night make at their request and for their benefit. The objection made, was very different from this; it was that the agreement in question was tnvalid, because Wilkins, one of the firm, refused his assent to its execution by Glentworth, another member of the firm. This objection, as made, virtually concedes that the agreement would have bound the firm, but for the dissent of Wilkins, and if this constitutes no ground for the objection, the agreement must be held good. We think the objection made is of no force. By the act of entering into a copartnership each of its members becomes clothed with full power to make any and every contract within the scope and limits of the copartnership business. All such contracts will therefore be absolutely binding upon the several members. This power is incident to the copartnership relation, and must exist, in defiance of expostulations and objections, while the relation endures. The defendants therefore were bound by the agreement executed by Glentworth, notwithstanding the dissent expressed by Wilkins. Glentworth was a full partner, and the jury have found that the draft was accepted for the benefit of the copartners; they therefore were bound by the agreement to see it paid at maturity.

The defendants had no reason to cqmplain of the charge of the judge. If the verdict had been in their favor, it is by no means clear that the plaintiff would not have had just ground for complaint. In one part of his charge the judge makes the liability of the defendants depend on the fact that the draft had oeen applied to their benefit. But as they were originally bound by the agreement to pay the draft, which they had failed to do, in consequence of which the plaintiff was compelled to pay it, I do not see that their liability to him depended in any degree upon the question whether the draft had been applied to the benefit of the copartnership, or used in some other way by one of its members. But it is unnecessary to dwell on this feature of the charge, as the jury found, upon evidence quite sufficient for the purpose, that the draft had been used for the Benefit of the firm.

It was agreed that the plaintiff was not entitled to recover the costs of the suit against himself as acceptor of the draft. I shall not undertake to say how the law on this point may be, for if the question was intended to be made on the trial it is not stated in an intelligible form in the bill of exceptions.

The justice of the recovery is quite clear, and I do not see that any principle of law has been violated to the prejudice of the plaintiff in error. The judgment should be affirmed.

Judgment affirmed.