their dealings with each other, partners occupy positions of trust, and are required to exercise the most scrupulous good faith towards each other. Nor is this requirement confined to persons who are actually copartners, but it extends to those negotiating for a partnership not yet formed. All of the findings of fact were supported by the evidence. Order affirmed.

EXCHANGE BANK OF LEON et al. v. GARDNER et al. (Supreme Court of Iowa, 1897. 104 Iowa, 176, 73 N. W. 591.) Suit in equity for an accounting, and to recover of defendant Gardner $15,000 on account of poor investments made by him as one of the partners and cashier of plaintiff banking partnership. Gardner was accused of negligently purchasing and renewing notes, to the loss of the partnership. Judgment for defendants. Plaintiffs appeal.

ROBINSON, J. * * * It must be admitted that Gardner did not exercise the highest degree of care and diligence which was possible in purchasing the notes in controversy; and the question we are required to determine is whether, in view of the facts disclosed by the record, his failure to exercise greater care and diligence than he did makes him liable for the loss which followed the investments. There is no evidence whatever that he acted in bad faith, nor do we think that he exceeded his authority in purchasing Kansas City paper. Money of the bank was invested in Chicago, and a little later investments were made in Sioux City and Minneapolis paper. It is not at all probable that all of those investments, were made without the knowledge of the president of the bank; and, even if not known at the time they were made, they were certainly known within a short time thereafter, and we are satisfied that Gardner's authority to make them was not then questioned. That he was making an honest effort to invest properly a portion of the idle money of the bank is clearly shown, and that no question in regard to the Kansas City investments was made until after the Winner failure is, we think, also established. It was the duty of Gardner to act in good faith and with entire honesty in transacting all the business of the bank, and to exercise as high a degree of care and skill as is generally exercised by business men in the management of such business. * * * But he was not liable for honest errors in judgment, nor for the failure to take the utmost precaution possible in making investments for the bank. * * Applying these rules, we conclude that he was not so negligent in the transactions in question as to be liable for the resulting losses.

*

This conclusion makes it unnecessary to determine questions in regard to ratification and waiver discussed in the arguments of counsel. The judgment of the district court appears to be sustained by the evidence, and is affirmed.

SECTION 12.-PARTNER'S RIGHT TO PARTICIPATE IN MANAGEMENT

Uniform Partnership Act, Section 18. (e) Subject to any agreement between them, all partners have equal rights in the management and conduct of the partnership business.

(h) Subject to any agreement between them any difference

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 consent of all the partners.

(g) Subject to any agreement between them no person can become a member of a partnership without the consent of all the partners.

JOHNSTON & CO. v. DUTTON'S ADM’R.

(Supreme Court of Alabama, 1855. 27 Ala. 245.)

GOLDTHWAITE, J. The evidence in this case tended to show that the appellants and one Vanderslice carried on in copartnership a steam sawmill, which by the articles of copartnership was to continue at least five years; that the note sued on was given with the concurrence of two of the partners, Fogg and Vanderslice, for supplies necessary for the hands engaged in carrying on the mill, which had been ordered by one of them. Upon these facts alone there can be no doubt that the firm would be bound. The furnishing of supplies to those engaged in the immediate direction of the business was essential to the conducting of it, and within the scope of the purpose for which the individuals had associated; and the authority of either of the partners to purchase such supplies, and give the note of the firm, cannot be questioned.

The principal ground of objection, however, is that the evidence proved that, before the goods were furnished and the note given, the appellant Johnston gave notice to the public that he would not be responsible for any future debt contracted on account of the copartnership, and that this notice was brought home to the party with whom the debt was contracted; and it is insisted that its effect was to revoke the authority of the other partners, so far as he was concerned, to bind the firm from that time.

It is to be observed that in the present case the contract was concurred in by two members of the firm; and the question, therefore, is as to the right of the majority to bind the other partners, against their dissent, as to matters appertaining to the common business, and in the absence of any stipulation conferring that power in the articles of copartnership. This question is a new one in this court, and, indeed, we have found no case in which it has been expressly decided. Both in England and the United States there are cases which assert the general proposition that a partner may protect himself against the consequences of a future contract, by giving notice of his dissent to the party with whom it is about to be made. * ** And where the firm consists of but two persons, and there is nothing in the articles to prevent each from having an equal voice in the direction and control of the common business, the correctness of the proposition cannot be questioned. In such case the duty of each partner would require him not to enter into any contract from which the other in good faith dissented; and, if he did, it would be a violation of the obligations which were imposed by the nature of the partnership. It would not, in fact, be the contract of the firm; and the party with whom it was made, having notice, could not enforce it as such. So, if the firm was composed of more than two persons, and one of them dis

sented, the party with whom the contract is made acts at his peril, and cannot hold the dissenting partner liable, unless his liability results from the articles or from the nature of the partnership contract. All the cases can be sustained on this principle; and it is in strict analogy with the civil law, which holds, where the stipulations of the partnership expressly intrust the direction and control of the business to one of the partners, that the dissent of the other would not avail, if the contract were made in good faith. Pothier, Traite du Com. de Soc. Nos. 71, 90. And such, also, we think, is the rule of the common law. Const. v. Harris, Turn. & Russ. 496; Story on Part. § 121. Were it otherwise it would be denying to parties the right to make their own contracts. If our views as to the governing force of express stipulations are correct, the effect of such terms or conditions as result by clear implication from the articles, or arise out of the nature of the partnership, must be the same. It is as if they had been expressly provided.

Now, whenever a partnership is formed by more than two persons, we think that in the absence of any express provision to the contrary there is always an implied understanding that the acts of the majority are to prevail over those of the minority as to all matters within the scope of the common business; and such we understand to be the doctrine asserted by Lord Eldon in Const. v. Harris, supra, and such was the opinion of Judge Story. Story on Part. § 123; 3 Kent's Com. (5th Ed.) 45. The rule as thus laid down is certainly more reasonable and just than to allow the minority to stop the operations of the concern against the views of the majority. We do not say that it would be a bona fide transaction, so as to bind the firm, if the majority choose wantonly to act without information to or consultation with the minority. * But when, as in the present case, the one partner has given notice, and expressed his dissent in advance, there could be no reason or propriety in requiring him to be consulted by the other

two.

* *

We do not consider the cases to which we have been referred, holding that one partner has the right at pleasure to dissolve a partnership, although the articles provide that it is to continue for a specified term (Marquand v. Mfg. Co., 17 Johns. [N. Y.] 525; Skinner v. Dayton, 19 Johns. [N. Y.] 513, 10 Am. Dec. 286), as having any bearing on the case under consideration. Conceding they are law-which is doubtful (Story on Partn. & 275, note 3, and cases there cited)-the decision rests solely upon the ground that the limitation on the right of dissolution is incompatible with the nature of the copartnership contract; and this principle does not militate against the position we have asserted. The dissent, in the present case, cannot be regarded as a dissolution; for, if effectual, it would not necessarily produce that result, although it might operate to change the mode of conducting the business. In other words, it might be carried on without contracting debts.

Our conclusion is that the act, being concurred in by two of the partners, was, under the circumstances, the act of the firm, and that the charge, asserting the proposition that the dissent of one partner against the other two would necessarily exonerate him, was properly refused.

Judgment [for plaintiff] affirmed.

APPEAL OF JENNINGS et al.

(Supreme Court of Pennsylvania, 1888. 16 Atl. 19, 2 L. R. A. 43.)

Bill by Joseph G. Beale against Benjamin F. Jennings, John Davis, Robert Flenniken, and T. D. Jennings, all parties being of the firm of Jennings, Beale & Co., Limited, to enjoin the removal of the location of the steel-works of the firm. The opinion of the court was as follows: "The facts in this case present but a single question. It is whether the majority of the copartnership of Jennings, Beale & Co., Limited, have authority to change the location of their works, against the will of the minority. The partnership was formed for the manufacture and sale of steel, and the location of their works was stated in their certificate of association to be Leechburg, Armstrong county, Pa. It seems evident that the location of works for the manufacture of steel is not a matter of indifference. Any business, to be successful, must be properly surrounded. This is so much the case with the manufacture of steel that few places in our whole land are adapted for it, and therefore few are chosen for such works. This being a palpable truth, a court, in construing an instrument intended. as the basis of such a copartnership, could not regard the place mentioned for the location of the works as a matter of indifference, or in any other light than a material element in the contract of the parties. If that be true, it could of course be changed only with the consent of all the members. If a majority were determined to abandon the works in Leechburg, and erect new works in some part of Allegheny county, it would plainly be a new enterprise; and yet no distinction in principle can, to our minds, be made between that and what is. here proposed. The majority of Jennings, Beale & Co., Limited, are about to remove part of their works from Leechburg to some place in Allegheny county, with a view to the removal of the entire works thither in the future. Thus they would undertake a venture to which the plaintiff never committed himself, and would destroy the works they have agreed to operate. In our opinion, this is such a departure from the enterprise contemplated in the agreement of the parties, that constitutes such an irreparable injury to the property and right of the plaintiff, as entitles him to the injunction heretofore granted. The injunction is therefore continued until the further order of the court." Whereupon defendants appeal.

PER CURIAM. Decree affirmed, at costs of appellants.

SECTION 13.-PARTNER'S RIGHT TO INFORMATION

Uniform Partnership Act, Section 19. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Section 20. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner under legal disability.

SECTION 14.-PARTNER'S RIGHT TO REMUNERATION FOR SERVICES

Uniform Partnership Act, Section 18. (f) Subject to any agreement between them, no partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.

GAY v. HOUSEHOLDER.

(Supreme Court of Appeals of West Virginia, 1912. 71 W. Va. 277, 76 S. E. 450, Ann. Cas. 1914C, 297.)

Bill by Pat Gay against W. C. Householder. Decree for defendant, and plaintiff appeals.

MILLER, J. This suit is to settle a partnership.

Now as to the salary item. There is substantial agreement between the parties as to what the original contract of co-partnership was, and that not a word was then said about salary. Householder makes some pretension that afterwards something was said by him to Gay about salary, but Gay denies this. He swears that Householder thought when they made the contract that as he was to finance the enterprise, and furnish the stock or capital to run it, an equal share of the profits would be fair compensation. It required considerable capital to furnish the live stock and keep the business stocked up with meat and other articles dealt in, besides the time required of Gay in doing so. The general rule is well established, that one partner is not entitled to compensation for his services in attending to partnership affairs, unless there be a contract therefor, express or implied. *** No express agreement is proven, and we cannot say, on the facts proven, that one is implied. *

*

Another assignment of error is the allowance to John Wallace, expert accountant, $20.00, for work done on the firm's books, and in making up the account. We are not disposed to disturb this item. True Householder should have furnished the account without assistance of an expert accountant, but it was a proper expense incurred by the commissioner or receiver, and we think the item was a proper disbursement of the firm assets.

Affirmed in part, and reversed in part.

LINDSEY V. STRANAHAN.

(Supreme Court of Pennsylvania, 1889. 129 Pa. 635, 18 Atl. 524.) Suit in account render by J. K. Lindsey against J. A. Stranahan, to settle the copartnership business existing under the name of J. K. Lindsey & Co. Decree for defendant, and plaintiff appeals.

PER CURIAM. There is but a single question in this case: Is J. R. Lindsey, the plaintiff, entitled to compensation for his services as a partner? It is conceded that there was no express contract that he should be paid for such services, and there is no principle better set