Lynch v. Flint Bros.

The opinion of the court was delivered by Ross, J. The only contention made by the defendants in this court, is whether Wyman Flint had authority to bind the partnership by the agreement he made with the plaintiff in regard to the first item of the claim in suit. It is elementary that a partner has power to bind the firm in all matters fairly within the scope of the partnership business. It is not found what the business, or scope of the partnership, of Flint Brothers-was.- It is found, that, as such partners, they owned one-fourth of the stock of the corporation known as the Eureka Marble Company; that, as such partners, they-were half owners and partners in another firm which owned a mill, and sawed-and-marketed the marble produced from the quarry of the corporation; that this latter firm controlled and financially carried on-the operations of the corporation until the latter became hopelessly involved, and was largely indebted to the last named firm, and to the plaintiff for the item in contention. At this time the defendants, as partners, purchased [48] the interests of the other partners in the firm which controlled and operated the corporation, and attached all the corporation property on the debt due to the firm. The plaintiff was about to-attach the same property to secure and compel payment of the first item in suit, when Wyman Flint, acting for the defendants, made the contract in the name of Flint Brothers to pay him this item of the plaintiff’s claim. It is found that Wyman Flint managed all the business of Flint Brothers in this vicinity, and that at the time ho made'the agreement to pay this item to the plaintiff, all his operations and negotiations indicated a purpose to absord, and get title to the whole corporation property. It is further found that this purpose was accomplished, and that the firm, Flint Brothers, became the owners ot all the corporation property. The other partner has-thus taken advantage of and ratified what Wyman Flint did to accomplish that purpose. His receipt of the benefit of the acts of Wyman Flint in obtaining title to and possession of the corporation property, binds the other partner to a performance of all the contracts made by Wyman Flint in accomplishing that purpose, whether he knew, or was ignorant of, had, or had not antecedently authorized Wyman to make such contracts. John G. Flint cannot take advantage of the results of the accomplishment of this purpose, without also carrying the burdens and performing the contracts, incurred by Wyman, in the name of the partners in attaining the results. Especially is this so in the absence of any showing that the scope of the partnership did not embrace the identical acts done by Wyman. It is not found in the exceptions that the defendants’ partnership was limited to the ownership of the fourth of the corporation stock, and to the onelialf interest in the firm which controlled and operated the corporation. But aside from this, a ratification, by taking and holding the avails of a transaction outside the scope of the partnership, conducted by one partner in the name and on behalf of the partnership, is in law equivalent to antecedent authority from the partnership to such partner to do the acts necessary to complete such transaction. The judgment of the County Court is affirmed.