Each partner liable for acts of the other in the ordinary course of business. the business, being adjudged a bankrupt, entering into an arrangement to pay his creditors less than twenty shillings in the pound, or dying in insolvent circum-stances, the lender of the loan shall not be entitled to recover anything in respect of his loan, and the seller of the goodwill shall not be entitled to recover anything in respect of the share of profits contracted for, until the claims of the other creditors of the borrower or buyer for valuable consideration in money or money's worth have been satisfied (u). When the relation of partnership has been established between two or more persons, each incurs liability from the acts and dealings of the other in the ordinary course of business. For every partner is the agent of the firm and his other partners for the purpose of carrying on the business of the partnership (x); and all the partners are liable, as principals, for all acts done by each of them as agent for and by the authority of the firm (y). Accordingly any one partner may buy, sell (2) or pledge goods (a); draw (b), accept (c) or indorse (d) bills of exchange and promissory notes; give guarantees (e), receive moneys (ƒ) and release or compound for debts (g) in the name (h) and on the account of the firm, in the ordinary course of business. Each partner (u) Stat. 53 & 54 Vict. c. 39, s. 3, replacing 28 & 29 Vict. c. 86, s. 5; see Re Hildersheim, 1893, 2 Q. B. 357. And see stat. 46 & 47 Vict. c. 52, s. 40, sub-s. 6; ante, table annexed to p. 207. (x) Stat. 53 & 54 Vict. c. 39, s. 5. (y) Lord Wensleydale, Cox v. Hickman, 8 H. of L. Cas. 268, 312; Jessel, M. R., Pooley v. Driver, 5 Ch. D. 458, 476, 477. () Hyat v. Hare, Comb. 383; Lambert's case, Godbolt, 244. (a) Reid v. Hollinshead, 4 B. & C. 867. (b) Smith v. Jarvis, 2 Ld. Raym. 1484; Re Clarke, Ex parte Buckley, 14 M. & W. 469; 1 Ph. 562. (c) Pinkney v. Hall, 1 Salk. 126; 1 Ld. Raym. 175; Lloyd v. Ashby, 2 B. & Ad. 23. (d) Swan v. Steele, 7 East, 210; Vere v. Ashby, 10 B. & C. 288. (e) Ex parte Gardom, 15 Ves. 286; see Halesham v. Young, 5 Q. B. 833. (f) Duffy. East India Company, 15 Ves. 198, 213; Piddocke v. Burt, 1894, 1 Ch. 343. (g) Per Lord Kenyon, 4 T. R. 519; per Best, C. J., 10 Moore, 393. (h) Kirk v. Blurton, 9 M. & W. 284. partner is is also liable jointly with his co-partners, and also severally, for any wrongful act or omission of any other partner acting in the ordinary business of the firm, or with the authority of his co-partners (i). And in like Notice to one manner notice of any matter relating to partnership notice to all. affairs given to any partner, who habitually acts in the partnership business, operates as a notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner (k). And any agreement between the partners, by which any one of them may be restrained from doing any act to pledge the credit of the firm, though binding as between themselves, will not be binding on any creditor (m) who may not have notice of it (n). But no act done in contravention of such an agreement is binding on the firm with respect to persons having notice of the agreement (o). If, however, the transaction be not in the Transactions ordinary course of the business of the partnership, the not in the ordinary other partners will not be liable as such in respect of course of it (p). Thus one partner cannot bind the firm by a submission to arbitration (q), or by confessing a judgment (r); and one partner has ordinarily no authority to execute a deed in the names of the others so as to bind the partnership (s). So a farmer carrying on his business in partnership with another would not be liable on a bill of exchange drawn by his partner in the name of the partnership (t); neither would a solicitor be liable on a bill drawn by his partner in the name of his firm, (i) Stat. 53 & 54 Vict. c. 39, ss. 10, 12. (k) Stat.53 & 54 Vict. c.39, s. 16. (m) Waugh v. Carver, 2 H. Black. 235; South Carolina Bank v. Case, 8 B. & C. 427; Hawken v. Bourne, 8 M. & W. 703, 710. (n) Minnit v. Whinery, 5 Bro. P. C. 489; Ex parte Darlington District Joint Stock Banking Company, In re Riches, 11 Jur. N. S. 122. See also Hogg v. Skeen, 18 C. B., N. S. 426. (0) Stat. 53 & 54 Vict. c. 39, s. 8; and see s. 5. (p) Stat. 53 & 54 Vict. c. 39, s. 7. (q) Stead v. Salt, 3 Bing. 101; S. Č. 10 J. B. Moore, 389. (r) Hambidge v. De la Crouée, 3 C. B. 742. (s) Harrison v. Jackson, 7 T. R. 207; see Burn v. Burn, 3 Ves. 573, 578. (t) Per Littledale, J., 10 B. & C. 138. business. Directors of joint-stock companies. though given to secure a partnership debt (u); for bill transactions form no part of the ordinary business of either farmers or solicitors. Again, there is no right or power implied by law in any of the directors of a jointstock company to bind the company by drawing or accepting bills or notes unless such transactions fall within the ordinary business of the company (r); and in like manner notice of any matter relating to the business of a joint-stock company given to any member, even a director, is not constructive notice to the company itself (y). For joint-stock companies are essentially different from ordinary partnerships. It is not necessary that the directors. should have any other power to bind the company by bills or notes than such as may be conferred on them by the charter or articles of association (z). And the business of such companies is always carrried on at an office for the purpose, and is not, like that of ordinary partnerships, confided to any one individual member. Shareholders The liability of a shareholder in a joint-stock company in joint-stock to the debts of the company has been already noticed (a). companies. (u) Hedley v. Bainbridge, 3 Q. B. 316. (x) Dickinson v. Valpy, 10 B. & C. 128; Bramah v. Roberts, 3 N. C. 963; Re Cunningham & Co., 36 Ch. D. 532; see West London Commercial Bank v. Kitson, 12 Q. B. D. 157; 13 Q. B. D. 360. (y) Powles v. Page, 3 C. B. 16; Martin v. Sedgwick, 9 Bear. 333. () Balfour v. Ernest, 5 C. B., N. S. 601. (a) Ante, pp. 281, 282, 284, 286, 290-292. CHAPTER III. OF A WILL. ALL kinds of personal property may be bequeathed by Growth of will. This right, in its present extent, has been of very mentary right of testagradual and almost imperceptible growth; for anciently alienation. by the general common law, a man who left a wife and children could not deprive them by his will of more than one equal third part of his personal property. If, however, he left a wife and no children, or children and no wife, he was then enabled to dispose of half, leaving the other half for the wife or for the children (a). This ancient rule, however, gradually became subject to many exceptions, by the customs of particular places, until the rule itself took the place of an exception and became confined to such places as had a custom in its favour. These places, in later times, were the province of York, the principality of Wales, and the City of London; as to all which places, a general power of testamentary disposition was conferred by Acts of parliament of William and Mary, Anne, and George I. (b). And now, by the Wills Act of 1837 (c), every person of full age is expressly empowered to bequeath by his will, to be executed as required by the Act, all personal estate to which he shall be entitled, either at law or in equity, at the time of his decease. (a) 2 Black. Com. 492; Williams on Executors, pt. 1, bk. 1, ch. 1. See also 1 C. P. Cooper's Reports, p. 539. (b) Stat. 4 & 5 Will. & Mary, c. 2, explained by stat. 2 & 3 Anne, c. 5, for the province of York; stat. 7 & 8 Will. III. c. 38, (c) Stat. 7 Will. IV. & 1 Vict. Age at which a will of per sonal estate might be made. No will of a minor now valid. Nuncupative will. Statute of No witness formerly required to a will of personal estate. The ecclesiastical courts as we shall hereafter see, very early acquired the right of determining as to the validity of wills of personal estate (d); and, in the exercise of this right, they generally followed the rules of the civil law. By this law males at the age of fourteen, and females at the age of twelve, were allowed, if of sufficient discretion, to make a testament (e); and the same rule, accordingly, prevailed in this country with respect to wills of personal property (ƒ), although, by some authorities, seventeen and even eighteen was said to be the proper age (g). The Wills Act has, however, now made the law uniform with respect to all wills, whether of real or of personal estate, and has enacted that no will made by any person under the age of twenty-one years shall be valid (h). Personal property was anciently of so little account that a will of it might be made by word of mouth, if proved by a sufficient number of witnesses, as well as by writing; and a will made by word of mouth was termed a nuncupative testament (i). By the Statute of Frauds, however, a nuncupative testament, where the estate bequeathed exceeded the value of thirty pounds, was surrounded by so many requirements as to cause its complete disuse (j). But no provision was made for guarding the execution of a written will of personal estate; although by the same statute (k) a will of real estate was required to be attested by three or four witnesses. No attestation, therefore, was required to a will of personal estate, nor was it even necessary that such a will should be signed by the testator. Thus, in (d) See Marriot v. Marriot, 1 Str. 666. (e) Inst. lib. 2, tit. 12, s. 1; Dig. lib. 28, tit, 1, s. 5. (f) 2 Bl. Com. 497. (g) Co. Litt. 89 b, n. (6). (h) Stat. 7 Will. IV. & 1 Vict. c. 26, s. 7. (i) Wentworth's Executors, 11 et seq.; Williams on Executors, pt. 1, bk. 2, ch. 2, s. 6. (j) Stat. 29 Car. II. c. 3, ss. 19 -21, explained by stat. 4 Anne, c. 16, s. 14. (k) Sect. 5. |