wards the company was incorporated, and shortly collapsed. In an action by Kelner for the price of the wines against Baxter, Calisher and Dales, personally, the defendants contended that they were only acting as agents for the company, and were not personally liable; but the Court held, that the plaintiff was entitled to recover. (d) 3. Where an agent has contracted as agent for an existing principal, who has, however, given the agent no authority, the agent is not liable on the contract. But he is liable on an implied promise that he had the authority which he professed to have. Illustration. Wright, believing he had authority from one Dunn-Gardener, agreed to grant a lease of a farm of Dunn-Gardener's in Cambridgeshire to Collen. Dunn-Gardener refused to execute a lease, and Collen sought specific performance against him, and on proof of the absence of due authority in Wright, was unsuccessful. Collen then sued the executors of Wright (who had died in the meantime) for representing that he had such authority, whereas he had none; and it was held, that Collen was entitled to maintain an action for the breach of an implied promise to that effect.(e) 4. Where an agent signs a written contract in his own name without qualification, whether the principal be disclosed or not, he is liable. Illustration. G. W. Winlow signed a charter-party (d) Kelner v. Baxter, L. R. 2 C. P. 174. G. W. Winlow was held to have pledged his personal liability, and that the words, "agents for, &c.," were mere words of description. (a) Unless there are plain words in the body of the contract to show that he is contracting on behalf of a disclosed principal, and that he does not intend to be personally liable. Illustration. Bowditch, a broker, signed, and sent to Southwell & Co., a note of a contract in the following terms: "I have this day sold by your order, and for your account, to my principals, five tons of anthracene. W. A. Bowditch." In an action by Southwell & Co., for the price of the goods against the broker, it was held, that he was not personally liable on the above contract.(b) [NOTE. Parol evidence cannot be given to discharge the agent from liability, by shewing that he was only acting as agent, when he has neglected to declare the agency in the document.(c) 5. When from the circumstances of the case the fact of agency is notorious, the agent will not be personally liable. Illustration. Bridge was a solicitor, having conduct for the defendant, of the cause of House v. Leaky, at Taunton Assizes. He served a subpoena on one Thomas Robins, amongst other witnesses, to attend, and give evidence, on behalf of the defendant. Subsequently, on the death of Robins, his executrix sued Bridge for his expenses of attendance, and the court held, that the solicitor, (a) Parker v. Winlow, 7 E. & B. 942. being known merely as the defendant's agent, there was no implied contract on his part to pay the witnesses. (d) 6. The receipt by the agent is the receipt by the principal; and an agent cannot be sued for money paid to him, for which he is accountable to his principal. Illustration. Bamford bought certain premises of one Stott, at auction. The memorandum of the sale was signed, and the deposit was received by Shuttleworth, the vendor's solicitor, as agent for Stott. The sale having subsequently gone off, Bamford sued Shuttleworth for the deposit; but it was held, that there was no privity between the plaintiff and defendant, and that Stott only was liable to refund the money.(e) 7. If money is paid by a principal to his agent, for a third party, the agent is only responsible to his principal ; and he is not liable to the third party, unless he has consented to hold it for the third party. Illustration. Hill and Warren sold a quantity of wool to Kershaw, at Rochdale, who gave them his acceptance for £738 17s. 6d., at four months, in payment. On the day before the bill became due, Kershaw paid the amount required to meet the bill into his bankers, Clement Royds & Co., who ordered their agents in London, the London and Westminster Bank, to pay the bill on presentation. Kershaw died on the following day, insolvent, and largely indebted to the bank. The bank by telegraph countermanded their order to the London and Westminster Bank, and refused to cash the bill, claiming to keep the money in their hands against their own debt. Hill and Warren, in (d) Robins v. Bridge, 3 M. & W. 118. consequence, who were the drawers of the bill, had to pay it, and filed a Bill in Equity against the bank, to make good the amount. It was held that (though Kershaw's representatives had a remedy), there being no privity between Hill and Warren and the bank, they were not entitled to maintain the suit. (a) PARTNERSHIP. § PARTNERS [whether active or dormant] are the accredited agents of each other.(b) § Each has an implied authority to bind the other 1. By all simple contracts entered into in the usual course of the business of the firm. 2. By negotiable instruments circulated on behalf of the firm.(b) [NOTE. One partner cannot bind another by deed [except a deed of release(c)], unless expressly authorized by deed to do so,(d) and see ante as to agents, pp. 107, 111.] § THE RIGHTS AND LIABILITIES, THEREFORE, OF PARTNERS AGAINST, AND TO, THIRD PARTIES IS GOVERNED BY THE LAW RELATING TO PRINCIPALS AND AGENTS. § PARTNERSHIP is where two or more persons, standing to each other in the relation of principals, agree to combine property, skill, or labour for the purpose of a common undertaking, and the acquisition of a common profit. § A partnership consisting of more than twenty members [and in the case of banking firms, of more than ten members] must be registered under the Companies Act, 1862. (a) Hill v. Royds, L. R. 8 Equity, 290. (b) Wheatcroft v. Hickman, 8 H. L. C. 268. (c) Bailey v Lloyd, 7 Mod. 250. (d) Harrison v. Jackson, 7 T. R. 207. Unless- 1. It is formed in pursuance of some other Act. 3. It is engaged in working mines within, and sub- § THE LIABILITIES INCIDENT TO PARTNERSHIP ARE EXCLUDED [unless some further facts are shown] by "The Law of Partnership Act, 1865,"(ƒ) from attaching in the following cases: 1. Where one lends money to another for trading purposes, upon a written contract, that the lender shall receive(i) Interest varying with the profits, or (ii) A share in the profits. 2. Where a servant or agent of a trader is remunerated by a share in the profits of the trade. 3. Where the widow or child of the deceased partner of a trader receives by way of annuity a portion of the profits of such trader's business. 4. Where one has sold the goodwill of his business, and continues to receive a portion of the profits of such business as the price. § THE LIABILITIES INCIDENT TO A PARTNERSHIP CEASE 1. In the case of an ostensible partner, (i) By dissolving the partnership; (ii) Removing his name from the firm ; and (iii) Giving notice of the dissolution (a.) To the public by notice in the "Gazette ;"(g) 2. In the case of a dormant partner, (i) By dissolving the partnership; and (e) 25 & 26 Vict. c. 89, s. 4. (f) 28 & 29 Vict. c. 86. (g) Godfrey v. Turnbull, 1 Esp. 371. (h) Graham v. Hope, Peake, 208. |