Edwards v. Dillon

Citations

• 147 Ill. 14
• 35 N.E. 135

Syllabus

<p>1. Partnership—power of partner to bind firm by seal. At common law one partner can not bind the other partners by an instrument under seal, unless they gave him express authority under their seals. Under this rule it has been held that where one partner executes an instrument under seal, without authority under seal, he alone is bound by it.</p> <p>2. The general weight of authority is in favor of the position that at common law one partner has no implied power to bind the firm by an instrument under seal.</p> <p>3. The American courts hold to the doctrine that where one partner executes an instrument under seal in the name of the firm, it will be regarded as binding upon the firm, where an express or an implied authority or confirmation can be justly established, not under seal, whether it be verbal or in writing, or circumstantial. And the prior assent or subsequent ratification may not only be by parol, but may be implied from declarations, or from acts and circumstances.</p> <p>4. Same—when partner may bind firm by sealed contract. Under the American doctrine, the liability of the partners will not be confined to the one who signs the sealed instrument in the name of the firm, if it appear that the prior assent or subsequent ratification of the other partners can be implied from their acts and declarations, or from other proper evidence tending to show such assent or ratification.</p> <p>5. Same—when seal to firm name may be disregarded. While one partner can not bind his co-partners by deed, yet if the instrument executed by him, though under seal, would have been valid without a seal, and within the scope of the partnership business, and within the powers belonging to each partner, then the seal may be disregarded, and the instrument may be ratified as a simple contract.</p> <p>6. Where the covenants or other obligations in a bill of sale of personal property, as well as the transfer of the interest in the property itself, are within the ordinary scope of