(b) 5 Q. B. (48 E. C. L. R.) 833. (c) 1 B. & Ad (20 E. C. L. R.) 398.
(d) Bonfield v. Smith, 12 M. & W. 405.
The result is, that the liability arising from the naked fact of partnership is prima facie the liability of all the partners, but that may be rebutted by direct evidence that credit was not given to the partnership, but to an individual member of it (e). This doctrine is very strongly corroborated by the case of Holcroft v. Hoggins (f). The plaintiff had been engaged to write articles in the Newcastle Advertiser, by a person who, at the time of the contract, had become in fact the sole proprietor of the newspaper, and the two defendants were sought to be made liable, in consequence of their having suffered their names to remain as registered proprietors of the newspaper, in the declaration Required to be filed by 6 & 7 Will. IV., c. 76, they having previously been proprietors of the newspaper, but having ceased to be so before the contract was entered into. It was adjudged that not only were the defendants not liable, but that the fact of their being co-proprietors was immaterial, though they had held themselves out as such, if it were shown that another partner contracted with the plaintiff in such a manner that credit was given to him and not to them. And the Court thought that the evidence was, that the contract was made by the sole proprietor, upon his own sole responsibility, and not upon that of the defendants. It was true that, on the register at the stamp-office, they held themselves out as proprietors, and if it had been shown that the plaintiff was thereby induced to enter into the contract, they might have been liable.
(e) Ante, p. *457; Peacock v. Peacock, 2 Camp 45; Beckham v. Knight, 4 Bing. N. C. (33 E. C. L. R.) 243; 1 M. & Gr. (39 E. C. L. R.) 738, Extrh.Cli.; Brett v. Beckwith, 26 L. J. (Ch.) 130.
(f) 2 C. B. (52 E. C. L. R.) 488; 15 L. J. (C. P.) 129, S. G.
It must also be shown that the debt for which an action is brought accrued during the time the party sued was actually in partnership. He will be liable neither for contracts made before he became a partner (g), nor after he ceases to be one (h), provided he gives proper notice of his retirement (i).
*It has been long held that dormant partners are equally liable with ostensible partners upon all contracts made for the firm during their partnership; on the principle, not perhaps very satisfactory, that the dormant partner, being entitled to all the profits of the contract made by the firm to which he belongs, ought also to share in the liability; and that having a right moreover to sue others on it (k), he ought not to be protected from being sued on it by them : for "Qui sentit commodum sentire debet et onus." It is therefore decided that, as an undisclosed principal may be liable as soon as he is discovered, subject to all the equities between the parties, so may an undisclosed partner: and he may be made liable on a written contract not under seal, to which he is not expressly a party, if it be made out that he is a party to it in point of law, and that he has authorized the other partners to sign it on his behalf (l).
(g) Vere v. Ashby, 10 B. & C. (21 E. C L. E.) 288; Battley v. Lewis, 1 M. & Gr. (39 E. C. L. R.) 155; Beale v. Mouls, 10 Q. B. (59 E. C. L. R.) 976; Whitehead v. Barron, 2 M. & Rob. 248.
(h) Heath v. Sanson, 4 B. & Ad. (24 E. C. L. R.) 172.
(i) Parkin v. Carruthers, 3 Esp. 248; Williams v. Keats, 2 Stark. (3 E. C. L. R.) 290; Dolman v. Orchard, 2 Car. & P. (12 E. C. L. R.) 104; Moorsom v. Bell, 2 Camp. 616.
(k) Robson v. Drummond, 2 B. & Ad. (22 E. C. L. R.) 308.
Nominal partners are as liable as dormant ones, not because they are principals for whom others are agents, but on the ground that credit has been given to them, and it is just to the creditor that they should be responsible for the result of so holding themselves out to the world. Indeed, it would be higly prejudicial to commerce to allow *a wealthy man by the loan of his name, to give other persons a fictitious credit in the world, and then refuse to satisfy creditors who had made their advances upon the faith of his apparent responsibility (m). But the claims for which a partner merely nominal is liable, must arise out of credit really given to the fact that he was a partner when the credit was given. The jury must be satisfied that the plaintiff bond fide believed that the partner sought to be charged was really such (n).
A general notice is sufficient to discharge partners who retire from firms as regards the world at large; but an express notice is requisite to discharge them as regards previous customers. This being given, the retiring partner is effectually discharged from all debts subsequently accruing; nor can he be made liable by any unauthorized use of his name by his previous partners (o), though his liability, as well as his power to make admissions, or to release or sue for debts contracted during his partnership, of course remains.
(l) Beckham v. Drake, 9 M. & W. 79; 11 M. & W. 315. in Exch. Ch.
(m) Waugh v. Carver, 2 H. Bl. 235; 1 Smith L. C. 908, 8th edit.
(n) Dickenson v. Valpy, 10 B. & C. (21 E. C. L. E.) 128; Lake v. Duke of Argyll, 6 Q. B. (51 E C. L. R.) 477; Wood v. Duke of Argyll, 6 M. & G. (46 E. C. L. R.) 928.
(o) Abel v. Sutton, 3 Esp. 108.
In Farrar v. Deflinne (p), the defendant had been a dormant partner, but ceased to be so before *the debts accrued for which the action was brought. The plaintiff had known of the partnership, but the dissolution not having been advertised, he had no knowledge of it. Mr. Justice Cresswell said, in summing up the case: "The law stands thus : if there had been a notorious partnership, but no notice had been given of the dissolution thereof, the defendant would have been liable. If there had been a general notice, that would have been sufficient for all but actual customers; these, however, must have had some kind of actual notice. If the partnership had remained pro-foundly secret, the defendant could not have been affected by transactions which took place after he had retired; but if the partnership had become known to any person or persons, he would be in the same situation as to all such persons, as if the existence of the partnership had been notorious."