Stillman v. Harvey

Pardee, J. The purchase of the right to use a brewery for the period of about seven years by a member of a partnership formed for the purpose of brewing, and which was without limitation as to time, is so directly in the line and so necessary to the prosecution of its business, that if it be effected by one partner his act and signature will bind the partnership to the contract. Haviland stands precisely where he would if ho had himself negotiated and signed the assumption, and if this were not true, his reception and retention of money accruing from the use of the premises under it, by and for the business and profit of the partnership, and the execution by him individually of the contract of sale of a portion of the interest acquired by it, accompanied by the reception and retention of money for such sale, constitute, so far as the plaintiffs are concerned, such an adoption or ratification of Harvey’s act as to give it the same force and effect against himself as it would have had if specially authorized by him in advance. Again, whatever exception the bankrupt or any person interested in his estate may take to the mode of transfer of the lease by the assignee, it is not necessarily for us, in this [34] proceeding, and in behalf of. these defendants, to say that their assumption of the lease imposed no obligation upon them, inasmuch as they with full knowledge agreed to take what he could transfer in that mode, have had undisturbed and profitable use under it by themselves, and have transferred a portion of the unexpircd term to others for a valuable consideration paid therefor. And, as between the parties, the permission to assign, the assignment, and the assumption, all in writing, are effective without seal or acknowledgement. The Court of Common Pleas is advised to render judgment for the plaintiffs for the sum of 1141.67, the rent reserved by the lease, with interest from October 1st, 1867. In this opinion the other judges concurred.