2 Ibid.; Evans v. Drummond, 4 Esp. 89; Newmarch v. Clay, 14 East, 239; Farrar v. Deflinne, 1 Car. & Kir. 580; Magill v. Merrie, 5 B. Mon. 168; Hunt v. Hall, 8 Ind. 215 (1856); Ellis v. Bronson, 40 111. 455 (1866).

3 Pratt v. Page, 32 Vt. 13 (1859). See Holdane v. Butterworth, 5 Bosw. 1; Powles v. Page, 3 C. B. 16; Richardson v. Moies, 31 Mo. 430.

4 Watkinson v. Bank of Penn., 4 Whart. 482; Pitcher v. Barrows, 17 Pick. 361; Gorham v. Thompson, Peake, 42; Wardwell v. Haight, 2 Barb. 549; 3 Kent, Comm. lect. 43, p. 67, 68; Story on Part. § 160, 161; Howe v. Thayer, 17 Pick. 91; Vernon v. Manhattan Co., 17 Wend. 524; s. c. 22 Wend. 183; Little v. Clarke, 36 Penn. St. 114 (1859).

5 Wait v. Brewster, 31 Vt. 516 (1859), and cases cited. See Am.

§ 324. The dissolution of partnership destroys the joint powers and authorities of the partners to employ the partnership property or credit, otherwise than for the purpose of settling up the affairs of the partnership, and winding up the concern. From the moment of the dissolution, the partners become, as to all other business connected with the partnership, distinct persons, and tenants in common of the whole stock. One partner cannot create any new obligations or contracts, so as to bind the partnership; nor can he transact any business on account thereof; nor indorse nor transfer partnership securities to third persons without the consent of all.3 But as to third persons, who have no notice of the dissolution, the rule is different.4

Linen Co. v. Wortendyke, 24 1ST. Y. 550; Williamson v. Fox, 38 Penn. St. 214; Clapp v. Upson, 12 Wis. 492; Waite v. Foster, 33 Me. 424.

1 Shurlds v. Tilson, 2 McLean, 458; Leroy v. Johnson, 2 Peters, 198; Ketcham v. Clark, 6 Johns. 144, 148; Carter v. Whalley, 1 B. & Ad. 11; Parkin v. Carruthers, 3 Esp. 248; Newsome v. Coles, 2 Camp. 617; Dolman v. Orchard, 2 C. & P. 104; Tombeckbee Bank v. Dumell, 5 Mason, 56.

2 Ibid.; Clapp v. Rogers, 2 Kern. 283; Pope v. Risley, 23 Mo. 185; Lyon v. Johnson, 28 Conn. 1; Mech. Bank v. Livingston, 33 Barb. 458; Bank of the Commonwealth v. Mudgett, 45 Barb. 663; Story on Part. § 160. See Ellis v. Bronson, 40 111. 455 (1866).

3 Peacock v. Peacock, 16 Ves. 49, 57; WilsOn v. Greenwood, 1 Swanst. 480; Crawshay v. Maule, 1 Swanst. 506; Whitman v. Leonard, 3 Pick. 177; Kilgour v. Finlyson, 1 H. Bl. 156; Brisban v. Boyd, 4 Paige, 17; 3 Kent, Comm. lect. 43, p. 63, 64; Abel v. Sutton, 3 Esp. 108; Lansing v. Gaine, 2 Johns. 300; Sanford v. Mickles, 4 Johns. 224; Foltz v. Pourie, 2 Desaus. 40; Fellows v. Wyman, 33 N. H. 351; Fisher v. Tucker, 1 M'Cord, Ch. 173; Poignand v. Livermore, 5 Martin (n. s.), 324; Tombeckbee Bank v. Dumell, 5 Mason, 56; Allison v. Davidson, 2 Dev. Eq. 79, 84; Palmer v. Dodge, 4 Ohio St. 21 (1854).

4 Hunt v. Hall, 8 Ind. 215 (1856); Ellis v. Bronson, 40 111. 455 (1866).

§ 325. There are, however, some powers and authorities, which are absolutely indispensable, in order to wind up the affairs of the partnership after its dissolution; and in relation to such object, the partnership still exists, in a restricted form. Hence, every partner may pay and collect debts due to the partnership, and apply the partnership funds to the payment of its debts; he may, also, adjust and settle unliquidated debts; or receive property of the partnership; or give acquittances, and discharges, and receipts, for acts done or moneys paid in behalf of the partnership; and, generally, do any acts which are necessary to conclude the partnership.1 Yet if such authority have been delegated to one partner in particular, the others would have no authority so as to bind the partnership, except in dealing with persons not notified.

§ 326. Whether declarations or acknowledgments, made by a partner after the dissolution, in reference to duties, obligations, or transactions of the partnership, before such dissolution, will be binding upon the partners who have not assented to such declarations, is open to doubt. As, for instance, whether a partnership debt, barred by the statute of limitations, can be revived by the acknowledgment of one partner, after the dissolution of the partnership. The doctrine constantly maintained by the common-law courts of England is, that a debt can be so revived. But it has been recently partially overturned by an act of Parliament.2 In America, the English doctrine obtains in some of the States, and in others it has been expressly overruled. The Supreme Court of the United States hold, that such an acknowledgment is not binding, upon the ground that it is a new promise or contract, and not a revival or continuation of the old one. This doctrine seems to have the greatest weight, and to stand upon the best principle.1

1 Fox v. Hanbury, Cowp. 445; Harvey v. Crickett, 5 M. & S. 336; Wood-bridge v. Swann, 4 B. & Ad. 633; Smith v. Stokes, 1 East, 363; 1 Montagu on Part. App. note 2, m, p. 135; 2 Bell, Comm. B. 7, ch. 2, p. 643: ib. p. 637; Combs v. Boswell, 1 Dana, 475; Murray v. Mumford, 6 Cow. 441; Murray v. Murray, 5 Johns. Ch. 78.

2 See Story on Part. § 324, and note 1, where the authorities are elaborately discussed; Hogg v. Orgill, 34 Penn. St. 344 (1859), approving the conclusions arrived at in Story on Part. § 323; Stat, of 9 Geo. IV. ch. 14, 9th of May, 1828; Braithwaite v. Britain, 1 Keen, 206; Winter v. Innes, 4 Myl. & Cr. Ill; 3 Kent, Comm. lect. 43, p. 49, 50, 51; Levy v. Cadet, 17 S. & R. 126; Walden v. Sherburne, 15 Johns. 409; Baker v. Stackpole, 9 Cow. 422; Belote v. Wynne, 7 Yerg. 534.

§ 327. Ordinarily, however, a dissolution of copartnership ends the powers of the partners to act or contract for each other, except as to matters necessary for the closing up of the partnership affairs.2 None of the partners can therefore create any new obligations against the partnership, or sell or purchase goods on account, or subsequently trade with the partnership funds.3 So, also, one partner cannot, after the dissolution of the firm, bind his copartners by the renewal of a note, even under a general authority, " to settle the business of the firm, and for that purpose use their name."4 Nor could he in such case negotiate it in the partnership name.5 But where the individual note of a partner, made after the dissolution of the partnership, was transferred to the firm in payment of a debt, it was held, that such note, being payable to bearer, might be legally transferred to. a third person by another partner who was authorized to settle the partnership accounts.1 So, also, a promise by a partner to pay a note on which the firm are indorsers, no notice of dishonor having been given, is not binding on the other members of the firm.2

1 Whitcomb v. Whiting, Doug. 652; Boydell v. Drummond, 2 Camp. 157; Hyleing v. Hastings, 1 Ld. Raym. 389; Jackson v. Fairbank, 2 H. Bl. 340; Clarke v. Bradshaw, 3 Esp. 155; Brandram v. Wharton, 1 B. & Al. 463; Wood v. Braddick, 1 Taunt. 104. But see 3 Kent, Comm. lect. 43, p. 51; Story on Part. § 323, and note 1. In Bell v. Morrison, 1 Peters, 351; Van Keuren v. Parmelee, 2 Comst. 523, reviewing the cases; Sage v. Ensign, 2 Allen, 245; Myers v. Standart, 11 Ohio St. 29; Tappan v. Kimball, 10 Fost. 136; Payne v. Slate, 39 Barb. 634; Reppert v. Colvin, 48 Penn. St. 248; Levy v. Cadet, 17 S. & R. 126; Searight v. Craighead, 1 Penn. 135; Yandes v. Lefavour, 2 Blackf. 371; Hopkins v. Banks, 7 Cow. 653; Baker v. Stackpole, 9 Cow. 420; Brewster v. Hardeman, Dudley (Ga.), 138,-it is held not to be binding. But see Roosevelt v. Mark, 6 Johns. Ch. 266; Hunt v. Bridgham, 2 Pick. 581; Shelton v. Cocke, 3 Munf. 191; Simpson v. Geddes, 2 Bay, 533.

2 Evans v. Evans, 9 Paige, 178; Story on Part. § 324-328.

3 See Story on Part. § 322-329; National Bank v. Norton, 1 Hill, 572; Crawshay v. Collins, 15 Ves. 218; Brisban v. Boyd, 4 Paige, 17; Geortner v. Trustees of Canajoharie, 2 Barb. 625; Humphries v. Chastain, 5 Ga. 166; French v. Backhouse, 5 Burr. 2727; Palmer v. Dodge, 4 Ohio St. 21.

4 National Bank v. Norton, 1 Hill, 572; Martin v. Kirk, 2 Humph. 529; McMicken v. Webb, 6 How. 292.

5 Parker v. Macomber, 18 Pick. 505; Dickerson v. Wheeler, 1 Humph. 51. See Dana v. Conant, 30 Vt. 246 (1858).

1 Parker v. Macomber, 18 Pick. 505. 2 Schoneman v. Fegley, 7 Barr, 433.