1 The weight of recent authority is against this power. See cases cited in note (t). Unless the other partners have absconded or are absent and cannot be communicated with at once and immediate action is necessary. See cases cited in note (tt.) in trade by a single contract. (u) Nor is the sale avoided by the fact that the partner making the sale applies the * proceeds fraudulently to the payment of his private debt, (v) if the purchaser was wholly innocent of the fraud

It seems to be settled that a partner may dissent from a future or incomplete contract, and that a third party having notice of such dissent could not hold the dissenting partner, without evidence of his subsequent assent or ratification. (w) And the mere fact that the goods purchased by the contract came into the possession of the firm is not sufficient evidence of such assent or ratification, without some evidence of a benefit received by the dissenting partner, from the delivery of the goods to the firm. (x) Money lent to one partner for his own expenses, incurred by him in prosecuting the business of the partnership, has been held to be a partnership debt. (y) But if a partner who has given his own security for money borrowed by himself, apply that money to partnership purposes this does not make it a partnership debt. The partnership owes the borrowing partner, and he alone owes the lender. (z) And a person lending money to one partner, that he may contribute it to increase the capital of the concern, cannot hold the other partners liable, without some evidence of their assent or authority. (a) And one attorney, a member of a firm, has no general authority resulting from the nature of their business to borrow money on the credit

(u) Arnold v. Brown, 24 Pick. 89; Tapley v. Butterfield, 1 Met. 518; Anderson v. Tompkins, 1 Brock. 450; Pierson v. Hooker, 3 Johns. 70; Livingston v. Roosevelt, 4 Johns. 277; Mills v. Barber, 4 Day, 430; Pearpoint v. Graham, 4 Wash. C. C. 234; Kirby v. Ingersoll, 1 Barring. Ch. (Mich.) 172; Halstead v. Shepard, 23 Ala. 558; Whitton v. Smith, 1 Freeman, Ch. (Miss.) 23S; Arnold v. Brown, 24 Pick. 92, Morton, J.: "The sale was made by one of two partners. And the first objection is, that one, in the absence of the other, had no authority to make this sale. It is said, that, although he might sell the whole partnership stock by retail, yet that it was not according to the ordinary course of business, and so not within the scope of his authority, to sell the whole at once by a single contract. We have no evidence of the terms of association between these partners; but there is no reason to suppose that either member of the firm had any different authority than what was derived from the relation subsisting between them. Doubtless the ordinary business of the company was to purchase goods by the large quantity, and to sell them in small quantities. 15m this cannot restrain the general power to buy and sell. The validity of a purchase or a sale cannot be made to depend upon the amount bought and sold. The authority will expand or contract, according to the emergencies which may arise in the course of their proper business. One of their principal objects was to sell, and it would be absurd to say that either partner might sell all the goods by retail as fast as possible, but if a favorable opportunity occurred, to sell a great part or the whole at once, he would have no power to do it. That an exigency had arisen in the affairs of the partnership which rendered a sale necessary, and which made it highly expedient and beneficial to sell in this mode, is very apparent. And we have no doubt that the one partner was authorized to make this sale in the name of the firm." See also Drake v. Thyng, 37 Ark. 228; Crites v. Wilkinson, 65 Cal. 559;

Hunter v. Waynick, 67 Ia. 555; Blaker v. Sands, 29 Kan. 551; Cayton v. Hardy, 27 Mo. 536; Graser v. Stellwagen, 25 N. Y. 315; Sloan v. Moore, 37 Pa. 217; Forkner v. Stuart, 6 Gratt. 197.

(v) Arnold v. Brown, 24 Pick. 93. Morton, .J.: " It was immaterial to the purchaser how or to whom he paid the price. If a portion went to pay a private debt of one of the firm, it would not invalidate the sale and defeat the transfer of the goods. Whether it would be deemed a legal payment pro tanto as against the creditors of the firm, is a question with which we have nothing to do. So if the partnership stock had been taken in satisfaction of a private debt due from one of the partners to the purchaser, it might have been deemed fraudulent as to the creditors of the company. Put such was not this case."

(to) In Willis v. Dyson, 1 Stark 164, the dissent was by one partner, who sent a circular containing these words . " I am sorry that the conduct of my partner compels me to send the annexed circular. I recommend it to you to be in possession of my individual signature before you send any more goods;" and it was held to be sufficient. Lord Ellenborough held, "That although no dissolution had taken place till a late period, yet that after notice by one partner not to supply any more goods on the; partnership account, it would be necessary for the partner sending goods after such notice to prove some act of adoption by the partner who gave the notice, or that he bad derived some benefit from the goods." Feigley v. Sponeberger, 5 W. & S. 564; Vice v. Fleming, 1 V. & Jer. 227; 3 Kent, Com. 45; Layfield's case, 1 Salk. 292; Minnit v. Whinery, 5 Pro. P. C. 489; Booth v. Quinn, 7 Price, 193; Yeager v. Wallace, 57 Penn. St. 365; Matthews v. Dare, 20 Md. 248; Tyler v. Scott, 45 Vt. 261. The implied authority of one partner to draw bills and notes for the partnership is revoked by notice to the person who afterwards receives them that it does not exist. Galway v. Matthew, 1 Camp. 403; s c. 10 Past, 264; Booth v. Quinn, 7 Price, 193.

The refusal of a partner to give a joint note does not of itself amount to a revocation of the implied authority, but the question is to be submitted as one of fact for the jury. Leavitt v. Peck, 3 Conn. 124; Vice v. Fleming, 1 Y. & Jer. 227.- This dissent may not, perhaps, relieve a partner from liability, where the partnership consists of more than two, unless the majority dissent. 3 Kent, Com. 45; Story on Fart. § 123; Coll. on Fart. § 389; n.; Rooth v. Quinn, 7 Price, 193; Kirk v. Hodgson, 3 Johns. Ch. 400. And it has been held that each partner may bind his copartners by any contract within the scope of the partnership business, notwithstanding they object to the transaction. Wilkins v. Pearce, 5 Denio, 541. " 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, however, is incident to the copartnership relation, and must exist in defiance of expostulations and objections, while the relation endures." s. C. 2 Comst. 469; Graser v. Stellwagen, 25 N. Y. 315; Campbell v. Bowen, 49 Ga. 417. A firm cannot be charged with a debt contracted by one partner, before the partnership was constituted, although the subject-matter which was the consideration of the debt has been carried into the partnership as stock. Nor can the firm he charged with rent which accrued upon a lease to one of the partners. Brooke v. Evans, 5 Watts, 196; Ketchum v. Durkee, 1 Hoff. Ch. 538; Le Roy v. Johnson, 2 Pet. 198.