firm though executed by one partner only. (c) A deed executed by one partner in the name and in the presence of his co-partners, treated as the deed of all the partners, upon proof that prior to the execution the others had authorized him to execute the instrument, or had, after execution, with full knowledge acquiesced in what he had done. Gibson v. Warden, 14 Wall. 244; see, also, Grady v. Robinson, 28 Ala. 289. One party cannot bind the other, by executing an appeal bond for both, under his general authority. People v. Judges of Duchess, 5 Cow. 34; Charman v. McLane, 1 Oreg. 339. Where, however, property of a partnership was levied upon under a judg ment against a part of the firm, for trespass committed by the active and managing members, and the latter, to save the property, procured the plaintiff to unite with them in an appeal bond, whereby he was compelled to pay the judgment, it was held that each member of the firm became liable to him for the amount so paid to their use, whether they all united in the appeal or not, and that no proof of a promise to pay on the part of one of them not sued, and who did not join in the appeal, was necessary, as the law implied a promise, and that in such case the validity of the (c) See Hawkshaw v. Parkins, 2 Swanst, 539, and as to creditors' deeds, Dudgeon v. O'Connell, 12 Ir. Eq. 566. See in cases of fraud, ante, p. 277, note (1), and infra, Release. 2 See Pierson v. Hooker, 3 John. 68; Bruen v. Marquand, 17 Johns. 58; Smith r. Stone, 4 Gill & J. 310; Morse v. Bellows, 7 N. H. 549; Beach v. Ollendorf, 1 Hilt. 41; Crutwell v. De Rossett, 5 Jones L. 263; McBride v. Hogan, 1 Wend. 326; Dyer v. Sutherland, 75 Ill. 584. See, also, post, 293. A partner, by an instrument under seal, may authorize a third person to judgment appealed from was wholly immaterial. Durant v. Rogers, 87 Ill. 508. And where an appeal from the disallowance of a claim of partners in their firm name, the appeal bond is executed in the firm name, the presumption, in the absence of all proof, is, that it was so executed as to bind both partners and the mode of execution is approved. Kasson v. Brocker, 47 Wis. 79. Where one partner signs the partnership name to a forthcoming bond, in a case in which the partnership is defendant, the bond is void as to the partners not signing it. Doe v. Tupper, 12 Miss. 261; Turbeville v. Ryan, 1 Humph. 113. A partner is not bound by the execution of a replevin bond by his co-partner as surety in his own name, without affirmative evidence of authority so to bind him. Butterfield v. Hemsley, 12 Gray 226. A bond given for the purpose of obtaining a dissolution of an attachment of partnership property, and executed in the name of the firm, by only one of two partners named as principals therein, cannot be enforced against a surety without evidence of the assent of discharge a debt due to the firm. Wells v. Evans, 20 Wend. 251; 22 Id. 324. Where one of two partners, who had entered into a contract to do a job of work according to specifications, executed an instrument under seal, certifying that the contract was forfeited on their part, and that there had been a settlement and payment to him of a certain sum, as a "present:" Held, that such instrument amounted to a release, and took away the cause of action as to both partners. Gates v. Pollock, 5 Jones, L. 344. is deemed an execution by them (d); and if one partner executes a warrant of attorney in the partnership name, with the consent of his co-partner, the Court will not set it aside on the ground that the latter did not execute it. (e) the other partner to its execution. Russell v. Annable, 109 Mass. 72. See post 337, note. The plea of non est factum will be sustained to a bond executed by one partner, in his own name and that of his co-partner, under an authority from such co-partner, not under seal, to execute a note in his name. Henry County v. Gates, 26 Mo. 315. A sealed note signed by one of two partners cannot be given in evidence to establish "an account stated" in a suit brought against the partner who did not sign it. Heath v. Gregory, 1 Jones L. 417. One partner has not the power to convey the realty of the firm by deed or assignment, nor to make contracts about it specifically enforcible against the oth ers. Ruffner v. McConnell, 17 Ill. 212. Where one partner conveys the joint interest of the firm in property, and the deed is signed in the name of the firm, but acknowledged by only one partner as his act and deed, it is necessary for the party receiving the conveyance to show that the partner had the authority thus to convey, otherwise the deed will only pass the individual interest of the signing partner. Walton v. Tosten, 49 Miss. 569. See the subject of partnership property in real estate considered, post. Where two of three partners were present, and one wrote and the other (d) Ball v. Dunsterville, 4 T. R. 313; Burn v. Burn, 3 Ves. 578. See as to ratifying a deed executed by one person for another, Tupper v. Foulkes, 9 C. B. N. S. 797. In Orr v. Chase, 1 Mer. 729, a bond executed by one partner in the sealed a note, given in the name of the firm, it is competent to go to the jury on the joint execution. It is not material to the liability of the two that they used the name of the firm without the third partner's assent. Potter v. McCoy, 26 Pa. St. 458. Where a partner executes a bond in the name of the firm, and upon being informed that it did not bind the partners, with the consent of the obligee removes the seal, and re-delivers it, with the intent to bind the company, it is effectual as their promissory note. Horton v. Child, 4 Dev. L. 460. A deed executed by one partner in the name of the firm is, however, binding upon the partner who executed it, and upon all other members present or consenting to its execution. Kasson v. Brocker,1 N. W. Rep. N. S. 418; James v. Bostwick, Wright, 142; Day v. Lafferty, 4 Ark. 450; Lee v. Oristoll, 1 Ark. 206; Henderson v. Barbee, 6 Blackf. 26; Price v. Alexander, 2 G. Greene, 427; Pettes v. Bloomer, 21 How. Pr. 317. However, in Fisher v. Pender, 7 Jones L. 483, it was held that where upon the face of an instrument, it appeared that one signed, sealed and delivered it, in order to bind the firm of which he was a member, and not as his own individual deed, he was not individually bound. A sealed instrument, executed in the firm name by an individual partner, may become obligatory on the other name and on behalf of the firm, was held to be the bond of the firm; and see Palmer v. Justice Assurance Soc. 6 E. & B. 1015. See note (1) supra. (e) Brutton v. Burton, 1 Chitty, 707. A joint and several bond executed by one partner in the name of himself and co-partners, binds him separately, although it is invalid against them (f)'; and it has been held that a deed *purporting to be made by all the partners of a firm, and *279 to assign all their property to trustees for creditors, is operative against a partner who executes it, although his co-partners ultimately decline to execute it also. (g) partners, upon the principles of estoppel or ratification, whatever objection might be taken originally, on the ground that one partner cannot bind his firm by a sealed instrument. Mann v. Etna Ins. Co. 40 Wis. 549; Baldwin v. Richardson, 33 Tex. 16; Shirley v. Fearne, 33 Miss. 653. But authority to execute the deed, or a ratification, must be proved before the deed will be admissible as evidence. Shirley v. Fearne, sup. The prior authority to execute the deed or the subsequent ratification, may be verbal. Pike v. Bacon, 20 Me. 280; Cady v. Sheperd, 11 Pick. 400; Clement v. Brush, 3 Johns. Cas. 180; Swan v. Stedman, 4 Metc. 548; Fox v. Norton, 9 Mich. 207; Gwinn v. Rooker, 24 Mo. 290; Smith v. Kerr, 3 N. Y. 144; Gram v. Seaton, 1 Hall, 262; Bond v. Aitkin, 6 Watts & S. 165; Johns v. Rattin, 30 Pa. St. 84; Lowery v. Drew, 18 Tex. 786; Wilson v. Hunter, 14 Wis. 683; Grady v. Robinson, 28 Ala. 289; Herbert v. Hanrick, 16 Ala. 581; Drumwright v. Philpot, 16 Ga. 424; Haynes v. Seachrest, 13 Iowa, 455; Ely v. Hair, 16 B. Mon. 230. The assent of the other partners may be implied from circumstances. Person v. Carter, 3 Murph. 321; Lucas v. Sandars, 1 McMull. 311; Lee v. Onstott, 1 Ark. 206. And such assent may be subsequent (f) Elliott v. Davis, 2 Bos, & P. 338. 1 See note (1) supra. (g) Bowker v. Burdekin, 11 M. & W. 128; Cumberledge v. Lawson, 1 C. B. to the execution of the deed. Person v. Carter, 3 Murph. 321; Doe v. Tupper, 12 Miss. 261; McCart. v. Lewis, 2 B. Mon. 267; but see Layton v. Hastings, 2 Harr. 147, and Turbeville v. Ryan, 1 Humph. 113. An action brought by a partnership upon a sealed instrument, executed by one of the partners in the partnership name, is an adoption of the instrument, and the defendant cannot object that it is not the deed of the partnership. Dodge v. M'Kay, 4 Ala. 346. Where, in the agreement of partnership under seal, each partner was authorized to bind his co-partners by deed, and such agreement expired by its own limitation, and was continued by a written agreement not under seal: Held, that the continuation did carry with it the power; and that a mortgage of real estate, executed by one of the firm to secure the partnership, did not bind the other members. Napier v. Catron, 2 Humph. 534. Though one partner cannot bind another by deed or bond, by virtue of the partnership relation merely, yet a declaration alleging that the partners "made their certain writing obligatory, signed by their firm name," "and sealed with their seal," etc., is good on demurrer; if it was the deed of but one, it must be shown by plea on the part of the partner who did not execute the N. S. 709; and Compare Latch v. Wedlake, 11 A. & E. 959, and Lascaridi v. Gurney, 9 Jur. N. S. 302, C. P. Deeds of companies. The inability of one partner to bind himself and co-partners by deed, has little, if any bearing, on the validity of deeds entered into by incorporated companies. The question, whether an instrument sealed with the seal of an incorporated company is binding on the company, depends (1), on the authority by which the seal was affixed to the instrument, and (2), on the na bond. Massey v. Pike, 20 Ark. 92. A bond given by one partner for a simple contract debt due from the partners to the creditor, and accepted by him, is, by operation of law, a release of the other partner, and an extinction of the simple contract debt, both at law and in equity; and ignorance on the part of the creditor as to the consequences of his acceptance, is no ground for relief, but the bond is obligatory on the obligor. Williams v. Hodgson 2 Har. & J. 474. See, also, Jacobs v. McBee, 2 McMull. 348. When a partner without the consent of his co-partner, gave the security of the firm, under seal, for a partnership debt, and the creditor afterwards released the co-partner from all partnership debts: Held, that the simple debt being merged in the specialty, the co-partner was released; but the specialty still bound the partner who had signed the partnership Clement v. Brush, 3 John. Cas. name. 180. It has been held, however, in several cases, that a bond given in the partnership name by one of the partners for a simple contract debt due by the firm, does not, unless accepted as the individual obligation of the partner making it, extinguish the original debt as to the firm. Flemming v. Lawhorn, Dudley, 360; Dickinson v. Legare, 1 Dessau. 537; Bond v. Aitkin, 6 Watts & S. 165; Haskinson v. Elliot, 62 Penn. St. 393. So, it has been held that the execution of a bond without authority, by one of several partners, in the name of the firm, creates no presumption that the bond was received in satisfaction of the joint liability of all the members of the firm. Doniphan v. Gill, 1 B. Mon. 199; Brozee v. Poyntz, 3 Id. 178. So it has been held that in an action against partners upon a note under seal, made in the names of the firm by one of its members, although such note may not, because of the scrawl, be operative as a partnership obligation, yet, it being alleged and proved that the consideration for which the note was given went to the use of the firm, and was received by them, they are liable upon the original consideration. Daniel v. Toney, 2 Metc. (Ky.) 523. A bond made by one of the partners of a firm, for goods sold and delivered, may be evidence of the time for payment, or of the amount (as any other statement of one of the partners would be), but it certainly does not amount to plenary proof of the consideration, so as, of itself, to entitle the plaintiff to recover of the firm for goods sold and delivered. Fronebarger v. Henry, 6 Jones L. 548. See post, 337, note, A bond, given by one partner for rent of real estate, leased for the use of the partnership, is properly payable out of the partnership effects; and having been so paid, creditors of another partner cannot be substituted to the rights of the landlord on the bond. Christian v. Ellis, 1 Gratt. 396. A bond by two partners, to one of them as obligee, may be obligatory on the other partner. O'Bannon v. Simrall, 1 B. Mon. 287. The rule that one partner cannot bind his co-partner by deed, does not apply ture of the instrument. An instrumeut to which the seal has been affixed by a person who has no authority to affix it, is in fact a forged instrument. (h) On the other hand, an instrument sealed by the proper officers, is primâ facie, binding on the body corporate; and although the presence of the seal does not have the effect of binding the corporation with respect to matters altogether ultra vires, it does throw upon the corporation the onus of proving the invalidity of the instrument, and precludes the corporation from taking advantage of the non-observance of preliminary formalities, if the person dealing with its managers had not notice of such nonobservance. (2) [14 a. Delivery.-A delivery in good faith to one partner according to the terms of a contract, is a delivery to both, each having authority to receive it.]' where one partner conveys by deed property of the firm which he might have conveyed without deed. Tapley v. Butterfield, 1 Metc. 515; Purviance v. Sutherland, 2 Ohio St. 478. A partnership contract which would be good without a seal, will still be valid as a simple contract, although the partner who executed the instrument had no special authority to put the partnership name to such paper. Human v. Cuniffe, 32 Mo. 316. See, also, Woodruff v. King, 47 Wisc. 261. See, however, contra, Schmertz v. Shreeves, 62 Penn. St. 457, which was a sealed contract to deliver merchandise at a future time for a certain price. Though one partner cannot bind his co-partners, by deed, yet an assignment under seal, executed by one partner, of the effects of the firm, which would be valid and binding on the others if there were no seal, will be enforced in equity. McCullough v. Sommerville, 8 Leigh, 415. However, in Dillon v. Brown, 11 Gray, 179, a sealed lease executed by one partner only, in the name of the partnership, though for a term which required no seal, was held not to pass the estate of the other partners, without evidence of previous authority, or subsequent ratification by them. Where one partner, in the absence of his co-partner, executed a bill of sale, under seal, of all the partnership effects, the sale being bona fide and for the full value of the property, and made to pay a pressing debt of the absent partner: Held, that the sale was binding upon the absent partner, and passed the whole title of the firm to the property. Forkner v. Stuart, 6 Gratt. 197. One partner may execute a charterparty under seal, so as to bind the other party. Straffin v. Newell, T. U. P. Charlt. 163. (h) See Bank of Ireland v. Evans' Charities, 5 H. L. C. 389, and per Lord Eldon in Mayor of Colchester v. Lowten, 1 V. & B. 244. (i) Bateman v. The Mayor of Ashton, 3 H. & N. 323; The Australian, &c. Co. v. Mounsey, 4 K. & J. 733; The Royal British Bank v. Turquand, 5 E. &. B. 248, and 6 ib. 327; Agar v. The Athenæum Life Assurance Co. 3 C. B. N. S. 725; Scott v. Colburn, 26 Beav. 276, and see ante, p. 253. 1 Kenney v. Atwater, 77 Penn. St. 34. In an action upor a guaranty of payment of a note for the purchase-money |