Woodworth v. Downer

13 Vt. 522 | Vt. | 1841

The opinion of the court was delivered by

Redfield, J.

It is undoubtedly true,that even after a dissolution of a partnership, the acts and admissions of one of the partners, in regard to the partnership liabilities, are, to some extent, binding upon all the partners. Such admissions of one partner are, undoubtedly, evidence to go to the jury in a joint action against all the partners. It is upon this ground, that such admissions have been considered sufficient to take a case out of the operation of the statute of limitations. Joslyn v. Smith, ante, 353.

But it has always been considered, that after the dissolution of the partnership, one of the partners had no implied authority to impose new obligations upon the firm, or to vary the form, or character of those already existing. ¡ Hence it was held in the case of Torrey v. Baxter, ante, 452, where one of the partners assumed to give the partnership note for a pre-existing partnership debt, that the note was merely void, and the creditor might sue, and recover, upon his original demand. The same reason, precisely, will forbid that one of the partners should be allowed to state a partnership account, so as to bind the firm, unless some authority be given him for that purpose, as was done in the case of Averill v. Lyman, 18 Pick. 346. One of the partners has an implied authority to pay the partnership debts ; but not to state accounts on their behalf, or to execute notes. Such is the well established rule in Westminster Hall, and in the American states.

Judgment affirmed.