Thompson v. Bowman

Mr. Justice FIELD, after stating the case, delivered the opinion of the court, as follows:

There is no doubt that a copartnership may exist in the purchase and sale of real property, equally as in any other lawful business. Nor is there any doubt that each member of such copartnership possesses full authority to contract for the sale or other disposition of its entire property, though for technical reasons the legal title vested in all the copartners can only be transferred by their joint act. But the fact that real property is held in the joint names of several owners, or in the name of one for the benefit of all, is no evidence of copartnership between them with respect to it. In the absence of proof of its purchase with partnership funds for partnership purposes, real property standing in the names *318 of several persons is deemed to be-held by them as joint tenants, or as tenants in common ; and none of the several owners possesses authority to sell or bind the interest of his co-owners.

But if the position assumed by the court were justified by the evidence, and the defendants were in fact copartners, in the ownership of the property,- such copartnership was terminated by the sale made. The land was the only subject of the assumed copartnership; no pretence is made that it held any other property. With the sale, therefore, the business was completed, for which the supposed copartnership was formed; and this completion necessarily dissolved the relation of partners between the parties.

* The subsequent declarations of Powell as to the agreement made by him with the plaintiff were not admissible as evidence against his late copartners. His authority to bind them ceased with the dissolution of the copartnership. His admission of liability, or of an agreement upon which liability might follow, possessed no greater efficacy to bind his former copartners than a similar admission of any other agent of the copartnership after his agency had terminated.

† It follows that the court below erred both in its assumption and its rulings, and its judgment must therefore be reversed, and the cause remanded for a new trial; and it is so ordered.

* 3 Kent, 53; Story on Partnership, sec. 280.

† Baker v. Stackpole, 9 Cowen, 420; Van Keuren v. Parmelee, 2 Comstock, 530 Story on Partnership, § 323.