Whether the majority of the partners of a firm can bind the minority, is not yet quite determined by authority. Some cases show a disposition to admit this power, but to confine its exercise to the internal concerns of the firm, (bb) or to those which are of little importance. The authorities on this subject will be found in our notes. (c) We think a distinction might be drawn *on principle, between partnerships made by articles, and by their provisions not determinable by either party at pleasure, and those which may be dissolved by mutual consent and terminated at once by either party, at his own will and pleasure. In the former case, it might be said that the majority should not be permitted to govern, because the minority have no refuge, no escape by dissolution; and if controlled absolutely by the majority, they might be made to incur unreasonable danger. But where any dissenting partner may dissolve the partnership at pleasure, then the majority should govern. Because that is but saying to the minority, choose either to go on with us in the transaction we propose and approve, or leave us to go on by ourselves, as you prefer. Where the copartnership is determinable at the will of any partner, the rule that the minority may govern only terminates a partnership between disagreeing partners. Where the partnership is not determinable at pleasure, it may be said that the rule that a minority may arrest or prohibit a transaction which they do not approve, gives them in fact a power to terminate a copartnership at pleasure, because if they can arrest one transaction, they may all. This is possible; but the inconveniences resulting from it seem to be less than those which might come from permitting a bare majority to retain the capital of copartners, and employ it in transactions which they disapprove, and expose it to hazards they are unwilling to encounter. Moreover, the opposite rule - that the majority might govern - would give to them the power of dissolving the partnership at pleasure; because, if they wished for a dissolution, they could always propose transactions so adverse to the views or interests of the minority as to compel them to assent to a dissolution as their only escape.

(a) Blundell v. Windsor, 8 Sim. 601; Walburn v. Ingilby, 1 Myl. & K 61.

(b) See Hallet v. Dowdall, 9 E. L. & E. 347; s. c. 18 Q. B. 2; Worcester Corn Ex. Co. 19 E. L. & E. 627; In re Lea, F. & L. Ins. Co. 23 E. L. & E. 422; Fall River Union Bank v. Sturtevant, 12 Cush. 372.

(bb) As the appointment of a publisher of a newspaper owned by a partnership. Peacock v. Cummings, 46 Pa. 434.

(c) It has been laid down by a learned writer (Chitiy's Laws of Commerce, vol. 3, p. 236), that in the absence of any express stipulation a majority must decide as to the disposition of the partnership property, But this opinion is given with considerable caution, and it may perhaps be more sale to say. that the power of the majority to bind the minority is confined to the ordinary transactions of the partnership. See 6 Ves. 777: 5 Bro. P. C. 489. It is true that in one case it has been held that in all sea adventures the acts of the majority shall hind the whole; but in that ease provision to that effect was made by deed. Falkland v. Cheney, 5 Bro. P. C. 476. So in Const v Harris, Turn. & R. 525. Lord Eldon's opinion was in favor of the power of a majority to hind the minority, provided their eon-duct was bona fide. His lordship said. "I call that the act of all which is the act of the majority, provided all are consulted, and the majority act bona fide." The majority of partners do not represent the whole body, except when the voice of the minority has been called for. In Such case the court will take the opinion of the minority to have been fairly overruled. See also Kirk v. Hodgson, 3 Johns. Ch. 400; Wilkins v. Pearce, 5 Denio, 541; Robinson v. Thompson, 1 Vern. 465; Ex parti Johnson, 31 E L. & E.430; 3 Kent, Com. 45, n.; Story on Part. § 123, n.; Johnston v. Dutton, 27 Ala. 245; Western St. Co.v. Walker. 2 Ia. 504; Cooke V. Allison, 30 La. An. 963; Staples v. Sprague, 75 Me. 458; Zabriskie v. Hack-ensack, etc. R. R. 18 N. .J. Eq 178.

It must be regarded as certain that a majority cannot compel a minority to extend the business of the partnership to transactions beyond their original intention, or otherwise make a mate-rial * change in the business, not contemplated in the formation of the partnership, nor sanctioned by all the partners.