Secondly, as to the case of a secret or dormant partner. A dormant partner, whose name does not appear, is bound by bills drawn, accepted, or indorsed by his co-partners in the name of the firm, and not only when the bills are negotiated for the benefit of the firm, but when they are given by one of the partners for his own private debt, provided the holder were not aware of this circumstance:(i) for credit is given to the firm generally, of whomsoever it may consist. But where a man agreed to become a dormant partner in a firm, and the secret partnership was to commence from a time past, and after the stipulated time for the commencement of the partnership, but before the actual agreement, the members of the firm had negotiated bills in the name of the firm, and applied the proceeds to their own benefit, the incoming partner, though a partner by relation at the time the bills were negotiated, was held not liable. He could not be charged on the ground of interest, for he derived no benefit from the bills; nor on the ground of credit having been given to him, for he was no member of the firm at the time; nor on the ground of having ratified the acts of his co-partners, for there can be no ratification where there was no assumed authority.(k) A dormant partner may join and sue on a bill,(7) or the ostensible partner may sue alone.(m) But the non-joinder of a dormant partner as defendant cannot be pleaded in abatement.(n) Thirdly, as to a mere nominal or ostensible partner. Though a *man really have no interest in a firm, yet if he suffer himself [*37] to be held out to the world as a member of it, he thereby authorizes those to whom he has been held out, to treat him as a contracting party; for as they cannot know whether his interest be merely apparent or real, they would be injured and defrauded, if they could not charge him as a partner.(0) and Wilson v. Tumman, 6 M. & G. 236. As to Banking partnerships, see Corporations and Companies. (i) Vere v. Ashby, 10 B. & C. 288; Lloyd v. Ashby, 2 B. & Ad. 53; Swan v. Steele, 7 East, 210; 3 Smith, 199, S. C. (k) Vere v. Ashby, 10 B. & C. 288; see Battley v. Lewis, 1 M. & G. 155; 1 Scott, N. R. 143, S. C., and Wilson v. Tumman, 6 M. & G. 236. (7) Cothay v. Fennell, 10 B. & C. 671; Skinner v. Stocks, 4 B. & A. 437. (m) Leveck v. Shafto, 2 Esp. 468; Lloyd v. Archbowl, 2 Taunt. 324; and see Mawman v. Gillett, 2 Taunt. 325, n.; Kell v. Nainby, 10 B. & C. 20. (n) De Mautort v. Saunders, 1 B. & Ad. 398. (0) Where the contract is made with a firm in which there is a nominal partner, the real partner may sue alone without joining the nominal partner as co-plaintiff. Fourthly, as to the consequences of a dissolution. After a dissolution, the ex-partners have no longer power to bind each other by bills or notes to persons aware of the dissolution:(p) But notwithstanding a valid dissolution of an ostensible partnership by an agreement between the partners, still the authority of the ex-partners to bind each other by bills, notes, or other contracts, within the scope of the former partnership, continues till the dissolution be duly notified. Such notice may be either express or implied. The only safe mode of proceeding is to give express notice to every person who has had dealings with the firm, and as the holders of negotiable securities often cannot be known, to advertise the dissolution in the London Gazette. The ex-partners are not safe against any of the persons whose names are on a bill of exchange, unless notice be given to each. After a dissolution, one of the ex-partners accepted a bill in the name of the firm; the payee had no notice to the dissolution, but the indorsee had. It was held, that though the indorsee had had notice of the dissolution, he could recover on the bill against the firm, because the payee had had no notice, and the indorsee had a right to stand the payee's title.(q) When bankers had dissolved partnership, a change in their printed check was, as against a person who had drawn a check in a new form, held sufficient notice of the dissolution. Lord Ellenborough" I think the change was sufficiently notified by the change in the check. It is the habit of banking-houses to intimate in this manner that a partner has been introduced or has retired.”(r) Where a bill had been accepted by an ex-partner, in the name of the *firm, in favour of an attorney who had a year before prepared [38] the draft of a deed of dissolution between the partners, which deed it did not appear had ever been executed. Lord Ellenborough held, that if the attorney would insist on the continuance of the part Kell v. Nainby, 10 B. & C. 20. To make a man liable as a nominal partner he must have been held out as such to the plaintiff. Per Parke, J., Dickenson v. Valpy, 10 B. & C. 141; 5 M. & Ry. 126, S. C. (p) Heath v. Sansom, 4 B. & Ad. 172; 1 Nev. & M. 104, S. C. (q) Booth v. Quin, 7 Price, 193. (r) Barfoot v. Goodhall, 3 Camp. 147; and see Vise v. Fleming, 1 Younge & J. nership, it lay on him to show that the intention to dissolve had been abandoned.(s) A notice of the dissolution in the Gazette is not sufficient to exempt a retiring partner from responsibility to a former dealer with the firm, unless it be shown that such dealer was in the habit of reading the Gazette.(t) But a mere notice in the Gazette has been held, as against a man who had had no previous dealings with the firm, evidence from which a jury might infer notice of dissolution.(u) An advertisement of a dissolution in a newspaper is not even admissible, without proof that the party sought to be affected with such notice took in the newspaper.(v) But then it is not necessary that the dissolution should have been advertised in the Gazette.(w) A secret partner is not liable after a dissolution, without notice, on a bill or note given by the continuing partners in the name of the firm; for the contract was not made on his credit, nor had he any interest in it.(x) Where the dissolution is by death, notice is not necessary to protect the estate of the deceased.(y) After a dissolution, and the due notice thereof, the ex-partners become tenants in common for the partnership effects, and their authority as mutual agents is at an end. One cannot, therefore, indorse in the name of the firm a bill which belonged to the firm, but all must join :(2) though the ex[*39] partner indorsing have authority to settle the partnership (s) Paterson v. Zachariah, 1 Stark. 71. (f) Godfrey v. Turnbull, 1 Esp. 371; Lesson v. Holt, 1 Stark. N. P. C. 186 ; Graham v. Hope, Peake's N. P. C. 154; Gorham v. Thompson, Ib. 42; Rex v. Holt, 5 T. R. 443; Williams v. Keats, 2 Stark. N. P. C. 290; see also Ex parte Usburne, 1 Glyn & Jam. 358. A notice of dissolution in the Gazette may be given in evidence without a stamp. Jenkins v. Blizard, 1 Stark. N. P. C. 418. (u) Godfrey v. Turnbull, 1 Esp. 371; Newsomes v. Coles, 2 Camp. 617. (r) Leeson v. Holt, 1 Stark, 186; Boydell v. Drummond, 11 East, 142; Norwich Navigation Company v. Theobald, 1 M. & M., N. P. C. 153; Jenkins v. Blizard, 1 Stark. 420; Hovil v. Browning, 7 East, 161; Rowley v. Horne, 3 Bing. 2; 10 Mo. 247. (w) Booth v. Quin, 7 Price, 193. (x) Evans v. Drummoud, 4 Esp. 89; Newmarch v. Clay, 14 East, 239; Heath v. Sansom, 4 B. & Ad. 172; 1 N. & M. 104, S. C. (7) Vulliamy v. Noble, 3 Mer. 619. (z) Abel v. Sutton, 3 Esp. 108; Kilgour v. Finlayson, 1 H. B. 155; but see Lewis v. Reilly, 1 Q. B. Rep. 349. affairs. "I even doubt much," says Lord Kenyon, "if an indorsement were actually made on a bill or note before the dissolution, but the bill or note was not sent into the world till afterwards, whether such indorsement would be valid."(a) But a statement by the ex-partner that he had left the assets and securities in the hands of the continuing partner, and that he had no objection to his using the partnership name, is evidence from which a jury may infer an authority to indorse. (b) An authority to indorse may be inferred, though the written agreement of dissolution contain no such authority. But an authority to the continuing partner "to wind up the business" will not enable him to indorse the securities of the late firm.(c) Both ex-partners ought, therefore, to indorse, and that is the proper mode of indorsing by persons who are not partners.(d) But if the outgoing partner suffer his name to appear as partner, new customers, notwithstanding notice in the Gazette, may charge him. K. and A. dissolved partnership, and advertised the dissolution in the Gazette. K. accepted a bill in the name of the firm, ante-dating it, so that it appeared to have been drawn before the dissolution. This bill came into the hands of the indorsee, for value, without actual notice of the dissolution. A. had allowed his name to remain over the door of a hatter's shop in the Poultry, where the business had been carried on. Lord Ellenborough held A. liable on the bill, observing, that he had imprudently suffered notice to be given of the continuance of the partnership by permitting his name to remain over the door.(e) If one partner die, being liable or entitled on a bill or note, the legal right or liability survives, but the personal representatives of the deceased are entitled or liable in equity.(f) Bankruptcy is a dissolution, and therefore it was held before the 2 & 3 Victoria, c. 29, that an indorsement by one of the several partners, (a) Abel v. Sutton, 3 Esp. 108. (b) Smith v. Winter, 4 M. & W. 454. (c) Ibid. (d) Carvick v. Vickery, 2 Doug. 653, n. (e) Williams v. Keats, 2 Stark. 290; and see Newsome v. Coles, 2 Camp. 617: Stables v. Ely, 1 C. & P. 614. (f) Lane v. Williams, 2 Vern. 277; Bishop v. Church, 2 Ves. sen. 100, 371; Vulliamy v. Noble, 3 Mer. 614; Heath v. Percival, 1 P. Wms. 682; 1 Stra. 403, S. C. [*40] after a secret act of Bankruptcy, is invalid.(g) *But it has been also held, that, as they still hold themselves out to the world as partners, they are liable to third persons ;(gg) and it is conceived that the giving of a bill by or to the bankrupt, without notice of an act of bankruptcy, would be a payment, protected by 6 Geo. 4, C. 16, s. 82,(h) independently of the protection against a secret act of bankruptcy, afforded by the 2 & 3 Victoria, c. 29.(¿) Lastly, as to an occasional partnership. A partnership may be either a general partnership, or a particular one for a single transaction. An interest in the profits of a single transaction makes a man a partner, and liable to third parties.(k) A joint security given by one partner, in a mere occasional partnership, for a private separate debt, does not charge his co-partner, though in the hands of a bona fide holder for value.(7) The executor of a deceased party to a bill or note has, in general, the same rights and liabilities as his testator. "The executors of every person," says Lord Macclesfield, "are implied in himself, and bound without naming."(m) Therefore, if a bill be indorsed to a man who is dead, by a person ignorant of his death, that will be an indorsement to the personal representative of the deceased.(n) On the death of the holder of a bill or note, his executors or administrators may indorse; (0) and an indorsement by the executors or administrators is for all purposes as effectual as an indorsement by the deceased.(p)(1) (g) Thomason v. Frere, 10 East, 418. (k) Heyhoe v. Burge, 19 L. J. 243, C. P. (1) Williams v. Thomas, 6 Esp. 18. (m) Hyde v. Skinner, 2 P. Wms. 196. See Williams v. Burrell, 1 C. B. Rep. 402. (n) Murray v. East India Company, 5 B. & Ald. 204. (0) Rawlinson v. Stone, 3 Wils. 1; 2 Stra. 1260, S. C. (p) Watkins v. Maule, 2 Jac. & Walker, 243; but it is conceived that one of several executors cannot indorse in his own name alone. Vide infra. (1) A promissory note payable to an intestate, while uncollected, belongs to the administrator, and its payment can only be enforced by him. Morse v. |