Foot v. Goldman

68 Miss. 529

Opinion

Coopek, J.,

delivered the opinion of the court.

The decided weight, in number at least, of the authorities is that one partner has not, by virtue of the partnership contract alone, and in the absence of special circumstances, authority to convey the whole partnership property to a trustee for the payment of the partnership debts. 1 Lindley on Partnership, 127, note; Burrell on Assignments, 126 ; 1 Am. & Eng. Ency. Law, 847.

The authority of one partner to act for all rests upon the agency created by the contract of partnership, and in no case can an agent perform an act which, if done by the principal, would be invalid, or bind the principal irrevocably, when, if the act had been done by the principal himself, it might have been revoked.

If the appellee had himself joined in the assignment it might have been annulled on his application; it is . impossible that one claiming to act as his agent can bind him irrevocably.

The suggestion that the infant seeks to get possession of the firm assets and -convert them to his own use without payment of the firm debts, and that the court will by its decree aid him in this purpose, is not well founded. The court having avoided the assignment will so deal with the property as to protect the rights of all parties. 10 Am. & Eng. Ency. Law, 639.

Decree affirmed.