National Biscuit Company v. Stroud
Parker, Justice.
Stroud and Earl Freeman entered into a general partnership to ll groceries under the firm name of Stroud’s Food Center. There is nothing in the agreed statement of facts to indicate or suggest that Freeman's power and authority as a general partner were in any way restricted or limited by the articles of partnership in respect to the ordinary and legitimate business of the partnership. Certainly, the purcha and sale of bread were ordinary and legitimate business of Stroud’s Food Center during its continuance as a going concern.
Several months prior to February 1956 Stroud advid plaintiff that he personally would not be responsible for any additional bread sold by plaintiff to Stroud’s Food Center. After such notice to plaintiff, it from 6 February 1956 to 25 February 1956, at the request of Freeman, sold and delivered bread in the amount of $171.04 to Stroud's Food Center.
In Jobnson v. Bernheim, 76 N.C. 139. this Court said: "A and B are general partner to do some given business, the partnership is, by operation of law, a power to each to bind the partnership in any manner legitimate to the business. If one partner go to a third person to buy an article on time for the partnership, the other partner cannot prevent it by writing to the third person not to ll to him on time, or, if one party attempt to buy for cash, the other has no right to require that it shall be on time. And what is true in regard to buying is true in regard to lling. What either partner does with a third person is binding on the partnership. It is otherwi where the partnership is not general, but is upon special terms, as that purchas and sales must be with and for cash. There the power to each is special, in regard to all dealings with third persons at least who have notice of the terms." There is contrary authority, 68 C. J. S. Partnership ~143. pp. 578- 579. However, this text of C. J. S. does not mention the effect of the provisions of the Uniform Partnership Act.心跳图>评委的英文
The General Asmbly of North Carolina in 1941 enacted a Uniform Partnership Act, which became effective March 1941. G. Ch. 59, Partnership, Art. 2. G.S. ~ 59 - 39 is entitl
中国十大装修公司品牌ed "Partner Agent of Partnership as to Partnership Business", and subction (1) reads: "Every partner is an agent of the partnership for the purpo of its business, and the act or every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority."
G.S. ~59- 39 (4) states: "No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction."
竹轩诗兴翻译羊肉为什么有膻味 G.S. ~ 59 - 45 provides that "all partners are jointly and verally liable for the acts and obligations of the partnership."
G.S. ~ 59- 48 is captioned "Rules Determining Rights and Duties of Partners." Subction (e) thereof reads- "All partners have equal rights in the management and conduct of the partnership business." Subction (h) hereof is as follows: "Any difference icloud定位
arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the connt of all the partners."
Freeman as a general partner with Stroud, with no restrictions on his authority to act within the scope of the partnership business so far as the agreed statement of facts shows, had under the Uniform Partnership Act "equal rights in the management and conduct of the partnership business." Under G.S. ~ 59- 48 (h) Stroud, his co- partner, could not restrict the power and authority of Freeman to buy bread for the partnership as a going concern, for such a purcha was an "ordinary matter connected with the partnership business," for the purpo of its business and within its scope, becau in the very nature of things Stroud was not, and could not be, a majority of the partners. Therefore, Freeman's purchas of bread from plaintiff for Stroud's Food Center as a going concern bound the partnership and his co- partner Stroud. The quoted provisions of our Uniform Partnership Act, in respect to the particular facts here, are in accord with the principle of law stated in Johnson v. Bernheim, supra; same ca 86 N.C. 339.白驹过隙是什么意思>司机体检
In Crane on Partnership, 2d Ed., p. 277, it is said: "In cas of an even division of the partners as to whether or not an act within the scope of the business should be done, of which disagreement a third person has knowledge, it ems that logically no restriction can be placed upon the power to act. The partnership being a going concern, activities within the scope of the business should not be limited, save by the expresd will of the majority deciding a disputed question; half of the members are not a majority."
Sladen, Fakes & Co. v. Lance, 151 N. C. 492, 66 S.E. 449, is distinguishable. That was a ca where the terms of the partnership impod special restrictions on the power of the partner who made the contract.
At the clo of business on 25 February 1956 Stroud and Freeman by agreement dissolved the partnership. By their dissolution agreement all of the partnership asts, including cash on hand, bank deposits and all accounts receivable, with a few exceptions, were assigned to Stroud, who bound himlf by such written dissolution agreement to liquidate the firm's asts and discharge its liabilities. It would em a fair in
ference from the agreed statement of facts that the partnership got the benefit of the bread sold and delivered by plaintiff to Stroud’s Food Center, at Freeman’s request, from 6 February 1956 to 25 But whether it did or not, Freeman’s acts, as stated above, bound the partnership and Stroud.
