As a general rule, nothing is better settled than that the general power of a partner does not extend so far as to enable him to bind the firm by a specialty : Van Deusen v. Blum, 18 Pick. 229; Clement v. Brush, 3 Johns. Cas. 180; Cummins v. Cassily, 5 B. Mons. 74; Posey v. Bullitt, 1 Blackf. 99; though if the instrument were executed in the presence of and by the direction of his copartner, it would be the deed of both: Ball v. Dunsterville, 4 T. R. 313; Overton v. Tozer, 7 Watts, 331; Ludlow v. Simond, 2 Cai. Cas. 1, 42, 55; Mackay v. Bloodgood, 9 Johns. 285; Henderson v. Barbee, 6 Blackf. 26, 28. But in Gram v. Seton, 1 Hall, 262, and Cady v. Shepherd, 11 Pick. 400, it was determined, after much consideration of all the authorities, that a partner partner has no implied authority to bind his copartner by a submission to arbitration (z), or by a guaranty (a) may bind his copartner by a contract under seal, in the name and for the use of the firm, in the course of the copartnership business, provided the other partner assents to the contract previously to its execution, or afterwards ratifies and adopts it, and this assent or adoption may be by parol, and such a conclusion is perhaps now sustained by the weight of authority : Pike v. Bacon, 21 Me. 280; Swan v. Stedman, 4 Mete. 548; Bond v. Aitkin, 6 W. & S. 165; Lucas v. Sanders, 1 McMull. 311; Fleming v. Dunbar, 2 Hill (S. C.) 532; McCart v. Lewis, 2 B. Mon. 267; Davis v. Burton, 4 111. 41; Hatch v. Crawford, 2 Port. 54.
(z) Adams v. Bankart, 1 C. M. & R. 681. (a) Brettel v. Williams, 4 Exch. 623.
It has moreover been determined that if the act of one partner be a good and valid act in itself, it will not be rendered the less so if done by a specialty, provided the seal do not vary the liability: Deckard v. Case, 5 Watts, 22; Henessy v. Western Bank, 6 W. & S. 301; Tapley v. Butterfield, 1 Mete. 515; which cases, and many others upon the subject of the power of a partner to bind the firm, the student will find classified in the note to Livingston v. Rosevelt, 1 Am. L. C. 460.-R.
See farther, on the extent of the power of one partner to bind the firm: Rollins v. Stevens, 31 Me. 454; Doremus v. McCormick, 7 Gill, 49; Price v. Alexander, 2 Greene, 427; Lang v. Waring, 17 Ala. 145; Buchoz v. Grand-jean, 1 Mich. 367; Mills v. Dickson, 6 Rich. 487; Drake v. Brander, 8 Tex. 351. The authority of partners, active and silent, is limited to the business of the partnership: Bell v. Faber, 1 Grant, 31; Cay ton r. Hardy, 27 Mo. 536; Barnard v. Lapeer, 6 Mich. 274; Scott v. Bandy, 2 Head, 197; Boardman v. Adams, 5 Iowa, 224; Stockwell v. Dillingham, 50 Me. 442; Welles v. March, 30 N. Y. 344.
The promise of one partner that the firm will pay the debts of a third person is not binding on his copartners; the authority of a partner over his copartners does not extend so far: McQuewans v. Hamlin, 35 Pa. St. 517; Selden v. Bank, 3 Minn. 166. Generally it is not within the scope of business to accept accommodation bills: Mechanics' Bank v. Livingston, 33 Barb. 458; Bowman v. Cecil Bank, 3 Grant, 33; nor to subscribe to the stock of a corporation : Livingston v. Pittsburgh R. R. Co., 2 Grant, 219. But see Maltby v. Northwestern R. R. Co., 16 Md. 422. A partner binds his firm only on the theory of an implied agency for-the purposes of the mutual adventure, and the agency does not extend beyond what may be fairly regarded as coming within its reach: Hotchin v. Kent, 8 Mich 526; Loudon Society v. Hagerstown Bank, 36 Pa. St. 498. A contract creating, in fact, a new partnership between two different firms, though both engaged in the same business, cannot be made on behalf of either firm by a single member thereof, but requires the consent of all the members: Buckingham v. Hanna, 20 Ind. 110. As to the power of one partner to bind the firm by a promissory note: Gray v. Ward, 18 111. 32; Kimbro v. Bullitt, 22 How. 256; Dow v. Phillips, 24 111. 249.-S. 468 respecting the matters of the partnership: for it is clear that such power does not arise out of the relation of partnership, and is not, therefore, to be inferred from it; and, where it is relied upon, it must, like every other authority, be proved either by express evidence, or by such circumstances as lead to the presumption of such an authority having been conferred. Thus, also, in Hasleham v. Young (b), where persons were in partnership as attorneys, and one of them gave an undertaking, that, in consideration that the plaintiff in an action would discharge the defendant in that action, who was in custody under an execution therein, they, the attorneys, would pay the plaintiff *the debt and costs on a certain day, and he signed it with the partnership name: the Court considered it a very clear case that the guaranty was not given in the usual course of business, and no authority being shown, that the firm was not liable. There is nothing, however, to prevent the parties from confining the credit to an individual partner; and it is a question for the jury whether this has or has not been done. Where there has been nothing to discharge a partner from his liability, or to rebut the presumption of authority to pledge his credit arising from the mere fact of his being a partner, he is clearly liable; but where there are facts to show that it was the intent of the contracting parties to restrict the credit to one of several partners, the liability is limited by such intent. Cases of this description occur where the partner represents himself as the only person composing the firm. Thus, in De Mautort v. Saunders (c), Saunders (not the defendant) and Wiehe drew a bill at the Mauritius on Saunders Brothers (the defendants) in London, payable to Bougier, who endorsed it to the plaintiff, and the defendants accepted the bill. On being sued upon it they set up as a defence that they were in partnership with Wiehe & Saunders and were liable jointly with them. The Court held, that the verdict, which was for the plaintiff, was proper, and *observed, that it was for the jury to say whether the plaintiff, when he took the bill, had any reason to know that Wiehe & Saunders were partners in the house in London on which the bill was drawn. It was incumbent on the defendants to show that the plaintiff had trusted the other two; for, if a person contract with two other persons, knowing them alone in the transactions, he may sue them only. If, indeed, after the contract be made, he discover that they had a secret partner who had an interest in the contract, he is at liberty to sue that secret partner jointly with them, but he is not bound so to do. On the other hand, where an action was brought for the price of coals delivered to the defendant under the name of Bush & Co., it appeared that for some time before the coals were ordered the partnership consisted of Bush and the defendant, R. Smith; that, on Bush's death, before the coals were supplied, W. Smith became a partner with defendant, and so continued, but they carried on their trade under the old name of Bush & Co.; and that W. Smith had not ordered the coals: it was contended, that W. Smith should have been sued conjointly with the defendant. The Court decided that, the partnership having been fully proved, the defendant would not be liable singly unless he led the plaintiff to believe that he alone constituted the firm of Bush & Co. (d). *"If," said Lord Abinger, C. B., in the case just cited," a person, contracting with another for goods, delivers an invoice made out to a firm, and nothing is said as to the persons composing it, he takes his chance who are the partners in that firm. If, indeed, the party represents himself as the only person composing the firm, an action may be brought against him alone; or if, on being asked who his partners are, he refused to give any information, that might be evidence for the jury to say whether he did not hold himself out as solely liable."