Morgan v. Pierce

1. Planting Partnership. Power of partners. Application of crop. Where, in order to make a crop, a farm manager puts his skill against a capitalist’s land, and to obtain live stock and supplies they execute their notes secured by a trust deed on the land, stock, and crop, the former has no authority to apply the crop to an additional supply bill, so as to preserve the security. 2. Same. Deed of trust. Appropriation of payments. From the trust deed in such case the cestui que trust has notice of the extent to which the land-owner will incumber his property, and' before he makes further advances must ascertain whether the manager has special authority to exceed the limit and to divert the crop to the payment of the unsecured debt.

Appeal from the Chancery Court of Lowndes County. Hon. F. A. Critz, Chancellor. The appellee and F. M. Snook, a farm manager, who were engaged in planting jointly on land of the former, purchased, on Jan. 12, 1876, two mules, for two hundred and twenty dollars, from John M. Morgan & Son, who agreed to furnish them five hundred dollars in supplies during the year. In order to secure their two joint and several notes given for the mules and supplies, Snook and the appellee, on the same day, executed a deed of trust upon the land, the mules, and the crop to be grown that year. Early in July the note was exhausted, and Snook obtained additional supplies to the amount of seven hundred dollars. Fourteen bales of cotton were grown, and delivered to Morgan & Son, who sold them for six hundred and sixtj’-four dollars, which at Snook’s direction the3r applied chiefly to the debt for additional advances. When informed of this, the appellee declared that he never before heard of the additional supplies, that Snook had no authority either to purchase them or to use the cotton in payment, and, tendering Morgan & Son fifty-six dollars, claimed that the cotton should be credited on the trust debt, which by this means was paid. Subsequently, however, the trustee sold the property, and Morgan & Son purchased, received a deed on Feb. 20, 1877, and at once took possession. Upon Feb. 17, 1880, the appellee filed this bill to set aside tlie sale, and compel Morgan & Son to account for the personal property and the rents of the real estate, and, notwithstanding the answers of Snook and the other defendants, the Chancellor decreed, at the final hearing, that the trust deed be marked satisfied, the deed by the trustee can-celled, and that the appellee should recover a certain sum for his rents and personal property. Except in limited or special partnerships, partners are liable to the full extent of partnership and separate property. Heim v. M'Caughan, 32 Miss. 17; Faler v. Jordan, 44 Miss. 283; Davis v. Richardson, 45 Miss. 499; Cooper v. Frierson, 48 Miss. 300; Stegall.v. Coney, 49 Miss. 761; Bloom v. Helm, 53 Miss. 21; Collyer Part., § 6. Partners are bound by the contracts of one in the name of the firm. They are bound notwithstanding any private arrangements between themselves, unless the creditor has notice. A seller is not affected by misapplication of goods, unless he colludes, and admissions or acknowledgments by one partner bind them all. Collyer Part., §§ 384, 386, 422, 423; Lea v. Guice, 13 S. & M. 656. The partnership existing between Pierce and Snook, although for agricultural purposes, was a partnership of express powers, embracing the power in either to apply the proceeds to the debts of the firm. Nay, it was a partnership of implied power on the part of either.partner to adjust and settle with the partnership effects for what was purchased for its benefit. The additional advances, however, were made at Pierce’s request, and the firm was bound for them. Pierce knew of the application of the cotton to their payment, and for nearly three years acquiesced. As to a partner in a planting partnership, the ordinary rule that each partner is fully authorized to represent and bind the firm does not apply. But, on the contrary, strangers proposing to have negotiations with one of the members are put on inquiry whether they have authority. Cooper v. Frierson, 48 Miss. 300; Prince v.. Crawford, 50 Miss. 344. The difference is broad between the ordinary commercial partnership and a farming partnership. Blue v. Leathers, 15 111. 31; Lintner v. Millikin, 47 111. 178; Rice- v. Austin, 17 Mass. 197; Denny v. Cabot, 6 Met. 82; Dillard v. Scruggs, 36 Ala. 670 ; Holloway v. Brinkley, 42 Gra. 226. The appellants knew, from the trust deed, the limit which the appellee fixed, and they exceeded that limit without demanding Snook’s authority. This instrument was itself an appropriation of the crop, and Morgan & Son could not vary this contract without the consent of Pierce. 1 Jones on Mortgages, § 122 ; 1 Plilliard on Mortgages, 17. The tender discharged the trust deed. Harmon v. Magee, 57 Miss. 410. Subsequent sale thereunder was void, and as that is the only question in this case, and upon any view there is great conflict' in the evidence,' the decree must be affirmed. The decree of a chancellor, like the verdict of a jury, will not be disturbed unless the great weight of evidence is against it. Davis v. Richardson, 45 Miss. 499; Apple v. G-anong, 47 Miss. 189; Partee v. Bedford, 51 Miss. 84.