Vernon v. The Manhattan Co. ed for his own account at the bank, were not dealers with the bank. W. Vernon & Co. did not " traffic, transact business, nor trade with the bank;" they neither "dealt with it by speech or by letter; neither by themselves nor by the mediation of a third." 2. Particular notice, as distinguished from general notice by advertisement, is required in the case of actual dealers, because the credit on the dealing grows out of personal intercourse and inquiry between the parties; but where there is no actual dealing or intercourse, the credit is given upon general repute; and this is removed by general notice or newspaper advertisement. 3. The making of a note, acceptance or endorsement, whether on a consideration from an immediate party or for his accommodation, is in all cases alike, saying directly to the world that there is such a firm, and leads the taker of the paper to give credit. If this is ground of requiring actual notice as distinct from general notice, then no partnership can be effectually dissolved until every individual, through whose hands negotiable paper has passed, whether his name be upon it or not, is found and notified, at the peril of the partners. This is impracticable; and an impracticable duty never can be a rule of law. 4. The non-payment of the note protested August 4th, which was paid by John A. Moore to the bank, August 16th, by means of a new discount obtained by him from the bank, did not constitute actual dealing between W. Vernon & Co. and the Manhattan Company. The notes were always taken up by Moore, who exclusively dealt with the bank; neither the making of the protested note, nor of the note given in renewal, was a dealing between W. Vernon & Co. and the Manhattan Company; and certainly the nonpayment of the protested note was not. A note being protested in a bank is no proof whether the note be held by the bank on its own account or as agent for collection merely; and it is extravagant to say, that holding a note for collection constitutes a dealing between the bank and the maker. Vernon v. The Manhattan Co. 5. Merely demanding payment of a note is not a dealing with the maker; dealing, in the law of partnership, means a direct intercourse in which credit is given. II. There was legal' proof of actual notice of the dissolution, to the Manhattan Company, by the delivery to them of the newspapers containing the notice. The Bank of South Carolina v. Humphrey, 1 McCord, 388. 1. The facts of the contents of the notice and its delivery to the bank being proved without contradiction, were, in law, notice, and not mere evidence of notice. Mowatt v. Howland, 3 Day's R. 353. Graves v. Merry, 6 Cowen, 704. The law does not require in any case proof both of the delivery of a notice and of its being read. 2. The bank is to be presumed to have taken a newspaper, for the purpose of mercantile information, especially as to the operations of persons whose responsibility it might hold; and the more the newspaper is stuffed with notices, the more attention would be paid to it. The newspaper is also to be presumed to have been received and communicated to the proper officers of the bank, for whose information it was taken, as much as any other paper served on the bank. 3. The notices of carriers are not analogous to notices of dissolution; a carrier's liability never rests upon general reputation; therefore it is not removed by general notice. In both respects the reverse is the case, as to the liability of partAnd men are not to be presumed to read all the notices of carriers, as a bank is of notices of copartnership and dissolution. ners. III. If by reason of sufficient evidence of notice of the dissolution, William Vernon was not liable as partner on the notes, he was not liable under the general counts. 1. The delivering up of the old notes on which he was liable, upon the receiving of the new notes upon which he was not liable, was an express waiving of his responsibility, and precludes any implied agreement. Toussaint v. Martinant, 2 T. R. 104. 2. W. Vernon was no party to the immediate dealing with the bank; the latter lent moncy and paid money at the request and for Vernon v. The Manhattan Co. the account of John A. Moore, and not of W. Vernon & Co. Arnold v. Camp, 12 John R. 409. Newmarch v. Clay, 14 East, 230. IV. W. Vernon is not liable upon the note in suit, by reason of the authority to adjust the unsettled business. An authority to adjust, does not authorize giving a negotiable security for an adjusted balance. Kilgour v. Fizlayson, 1 H. Black, 155. Sanford v. Michles, 4 Johns. R. 224. Points for the defendants in error : I. The firm of Wm. Vernon & Co. were dealers with the plaintiffs as money lenders, from and after the discount of the first note in the series, till the dissolution of the firm. II. The defendants below were therefore bound to give actual notice to the plaintiffs of the dissolution before they can make good their defence to the note declared on. III. Mere publication of an advertisement of a dissolution, in a paper taken by a creditor dealing with a firm, has never been adjudged actual notice, even to an individual or natural person, much less to a corporation. Gow on Part. 305 to 310, Eng. ed. Colly on Part. 310, 311. 3 Kent's Comm. 66, &c. 6 Johns. R. 144. 6 Cowen, 701. 8 Wendell, 423. Mann. Dig. 272. 1 Peake'e Cas. 154. 41. 3 Day, 355. 3 Litt. 423. Martin v. Walton & Co. 1 McCord, 16; Bank of S. Carolina v. Humphrey & Mathews, id. 388; Irby v. Vining, id. 379: the three last cases in South Carolina, where the doctrine has been specially considered. 1 Stark. 418, Eng ed.; 388, Am. ed. Angel & Ames on Corp. 174-Of notice to Corporations. Manhattan Co. v. Lydig, 4 Johns. R. 388. 1 Stark. Cas. 186, Eng. ed.; 148, Am. ed.; 2 id. 49, 249, Am. ed.; 2 Campb. 415; 3 Bing. 2; Story on Bailm. ch. 6: the five last cases are concerning notices by common carriers, how far they must be brought home. IV. The mere fact that the plaintiffs below delivered up the last note but one after the failure of the firm, and took a new note, signed in the same manner with the other notes, Vernon v. The Manhattan Co. in the absence of other evidence, shows conclusively that when they took the last note, they were ignorant of the dissolution of the firm. V. To show that the plaintiffs below assented to the release of the solvent member of the firm, it must be made to appear that they had actual knowledge of the dissolution; and yet were willing to receive the note in question in the same form, obligatory only upon the insolvent members of the firm. VI. Unless it appear affirmatively, on the part of the defendants below, that the plaintiffs knowingly, and understanding all the material facts, gave up the last note but one executed before the dissolution of the firm, for the last note, executed after the dissolution, they have the same right to recover, which they would have had, in case they had retained the last note given up. VII. The facts being found, what constitutes a dealer is matter of law; and the consideration of the evidence, which in this case went to show that Vernon & Co. were dealers with the Manhattan Company, was not withdrawn from the jury. VIII. The plaintiff's below are at all events entitled to recover under the common counts. 8 Cowen, 83. 4 Wendell, 411. 12 Johns, R. 90. After advisement the following opinions were delivered : By the CHANCELLOR. It does not appear to be material to inquire whether the bank, upon the facts proved at the circuit, was a previous dealer with the firm of William Vernon & Co., so as to render an actual notice of the dissolution of the copartnership necessary, to exempt the firm from liability upon the note subsequently made by P. H. Vernon in the name of the firm. It is true, that after a dissolution of the firm, one of the copartners is not authorized to sign the name of the firm to a negotiable security, even for a debt due from the firm before dissolution, so as to render the copartnership jointly liable upon such new security, to a creditor who has either actual or constructive notice of Vernon v. The Manhattan Co. the dissolution of the copartnership. But it is equally well settled that where there is a subsisting debt against the firm at the time of its dissolution, the taking of a new security for the debt, from one of the members of the firm is not per se a discharge of the previous debt of the copartnership; but to discharge the other members of the firm, there must be evidence of an intention on the part of the creditor to discharge them. Smith v. Rogers, 17 Johns. R. 340. Bedford v. Deakin, 2 Barn. & Ald. 210. Harris v. Lindsay, 4 Wash. C. C. R. 271. If there was no actual notice to the bank in this case of the dissolution of the partnership, the mere taking of a new note, apparently drawn by the same persons, would not discharge the liability of the copartnership for the previous debt; and the former note having been given up under the supposition that the note received in the renewal thereof was drawn by the same persons, the bank would still be entitled to recover so much of their debt as remain unpaid, under the common counts of the declaration. Smith's Merc. Law, 2 Lond. ed. 51. I think, however, the facts in this case clearly constituted a dealing with the bank, so as to entitle them to actual notice of the dissolution, even if the note of the 15th of April, 1833, had been given for a new debt for which the copartnership was not previously liable. I do not understand that the judge at the trial was guilty of the absurdity of deciding that the question, whether there had been a previous dealing with the firm, was a question of law. On the contrary, the decision evidently was, that the facts as proved on the trial were sufficient in law to constitute, a dealing with the firm, within the intent and meaning of the rule which requires actual notice to those with whom there has been previous dealings. Much was said upon the argument as to the meaning of the word dealing. I do not think, however, the question in such cases ever turns upon the meaning of any particular word; as it might, if we were endeavoring to ascertain what the parties meant by the use of such a word in a written contract. In reference to this rule, the word dealing is merely used as a general term to convey the idea that the person who is entitled to actual |