Lerch v. Bard

Citations

• 162 Pa. 307
• 29 A. 890
• 1894 Pa. LEXIS 981

Syllabus

<p>Partnership — Principal and agent — Contract—Interpretation by parties —Promissory notes — Evidence— Question for jury.</p> <p>The articles of a partnership trading under the name of the American Plumbago Mining Company, stipulated as follows: “ It is hereby further understood and agreed that no debts shall be contracted in the name of the American Plumbago Mining Company, unless the written consent of all parties hereto be first had and obtained. It is hereby further understood and agreed that William P. Bard, of the city of Reading aforesaid, shall be the manager of said copartnership or company, and shall have the general management of the said business, and he shall be authorized to sign all notes, checks, drafts, and other obligations, and to execute all papers under seal or otherwise necessary for conducting said business, and for the purpose of carrying out the provisions of this agreement.” The evidence showed that an apparently large business was conducted by the partnership for over two years; debts contracted by the manager and paid; money borrowed from banks, notes given therefor in the partnership name by the general manager and from time to time renewed; and that there was not, during the whole time the business continued, a single instance of the consent in writing of all the partners to contracting a single debt. The manager was not one of the partners. In a suit against the partnership on a note executed in the partnership name by the manager : Held, that it was a question for the jury whether or not the manager had authority to make and deliver such an instrument.</p> <p>While there is an apparent contradiction between the two stipulations of the agreement, yet, interpreting the writing ñ-om its terms alone, it seems not unreasonable to construe it to mean that by the first stipulation the partners intended to restrict or limit the right of each other; no partnership debts should be contracted by any one of the partners without the written conse