his own debts. A factor who disposes of any merchandise intrusted or consigned to him, and applies the avails to his own use, with intent to defraud the owner, may be punished by fine and imprisonment.

5. How far, in ordinary business, a principal is bound by the acts of an agent, it is not easy to determine. As a general rule, however, a general agent, that is, one who transacts either all kinds of business for his employer, or business relating to some particular department, binds his employer or principal, by his acts, so long as he keeps within the general scope of his authority, even though he were expressly instructed not to do a particular act.

6. But if an agent is employed for a special purpose, the principal is not bound by the act of the agent, if he passes the limits of his power. If I employ a man to go out and purchase a horse for me, without giving him authority o do any thing else, and if he buys a horse and a wagon, I am not bound to pay for the wagon, because the agent had Jower only to buy the horse.

§7. If an agent buys in his own name, he is himself liable; and although he does not disclose the name of the principal, the principal also is bound, if the goods come to his use, but not otherwise.

§ 8. A lien, as has been stated, is the claim of a factor or agent, upon property in his possession, as security for the ayment of his charges. This right of lien extends to others than factors. It is intended also for the benefit of manufac urers and mechanics, and other persons carrying on business for the accommodation of the public.

§ 9. A merchant has a lien upon goods sold till the price is paid, if no credit has been stipulated for; and even when he agrees to give a credit, if the purchaser practises fraud in obtaining the goods, the seller may take them. These cases differ, however, from ordinary cases of lien, as the purchaser has not, in reality, acquired any lawful right to the property; and the merchant may dispose of the property as his own, which cannot be done in other cases.

pledge property? For what, and how, is he punishable? 5. In wha cases, generally, is a principal bound by the acts of his agent? 6. How is it in case of a special agency? 7. How if an agent buys in his own name? $8. Have others than factors the right of lien? 9. What is here

9

§ 10. A shoemaker receiving leather to manufacture into shoes, may retain the shoes until he is paid for the making ; a tailor has a lien upon the garment made from another's cloth; a blacksmith upon the horse he shoes; an innkeeper upon the horse or goods of his guest; and common carriers upon the goods they transport. But they cannot hold property for any other debt; nor have they a right to sell such property to satisfy their claim upon it. Whenever a person allows property to go out of his possession, he loses his lien.

CHAPTER XXXVI.

Of Partnership; and of Bailment, or the Delivering, Borrowing, Carrying, Letting, &c., of Property.

§ 1. As much of the business of this country is done in partnership, it is necessary to learn what are the rights and responsibilities of partners. A partnership is the association of two or more persons for the purpose of carrying on any business, agreeing to divide the profits and bear the loss, in certain proportions. Persons forming a partnership, unite their money or capital. Sometimes one furnishes money, and another does the labor. Or, perhaps no money may be necessary, but each agrees to perform his share of the labor.

§ 2. All the members of a partnership are bound by the act of any one of them, or by any contract which either of them may make. Although they agree to divide their gains and losses, either one of them is liable for all the debts of the partnership. If one of the concern buys property on his own account, for his individual use and benefit, he alone is liable; but though he thus buys it, if it be afterwards applied to the use of the partnership, all become liable.

§ 3. There are cases, however, when not all who share in the profits are responsible; as when a clerk or agent said of a merchant's right of lien? 10. What is said of a mechanic's or manufacturer's lien? Of an innkeeper's?

$1. What is a partnership? 2. How far are partners jointly liable? $3. In what cases mentioned are not all liable who share in profits? 94.

agrees to receive a part of the profits as a compensation for his service or labor; or when one receives, as rent, a part of the profits of a tannery, tavern or farm. In these cases, although the parties share in the profits, there is no partnership; and the persons who buy the stock and other materials, and hire the labor necessary to carry on their respective trades, are alone responsible.

§ 4. One partner cannot bring a new partner into the firm, without the consent of all the others. If, therefore, a partner should desire to sell his interest to some other person, who is to take his place in the partnership, he cannot do so, unless all the partners consent to such sale.

§ 5. All the partners must unite in suing and being sued. Sometimes, however, there are secret or dormant partners, who conceal their names; these may not join in an action as plaintiffs, but they may be sued when discovered to be partners.

§ 6. As each partner is liable for all the debts of the concern, so each may, in the name of the firm, in ordinary cases, assign over the effects and credits to pay the debts of the firm.

§7. Any partner may withdraw when he pleases, and dissolve the partnership, if no definite period has been agreed on for the partnership to continue; but if, by the terms of agreement, it is to continue for a definite period, it cannot be dissolved before the expiration of the term, without the mutual consent of all the partners, except by the death or some other inability of one of them; or by a decree of the court of chancery. When a partnership is dissolved by the withdrawal of any of the partners, notice of dissolution ought to be given, or such partners will be liable for debts contracted by those who continue the business.

8. By a law of this state, a partnership may be formed by a number of persons, some of whom are to be responsible only to a limited amount, and their names are not to be used in the firm. But before a partnership of this kind can do business, a writing and certificate signed by the parties,

In what cases only can a partner sell his interest to a person not a partner? $5. Must all the partners join in suing and being sued? 6. What power has an individual partner to assign? 7. In what case can any partner withdraw, and dissolve the partnership? $8. What peculiar kind of part

stating the terms of partnership and the amount for which the special partners, (as they are called) are to be responsi ble, must be registered in the county clerks office; and the terms of partnership must also be published in a newspaper, for six weeks.

§ 9. In partnerships thus formed, called limited partnerships, the special partners become liable only to the amount mentioned in the terms of partnership. The other partners, called general partners, whose names only are used, and who transact the business, are liable for all the debts contracted, as in ordinary partnerships. If such partnership is to be dissolved by act of the parties, before the time expires for which it was formed, notice of dissolution must be filed and recorded in the county clerk's office, and published in a county newspaper for four weeks prior to the dissolution.

§ 10. Another class of rights and responsibilities are those which arise from delivering and receiving property in trust, to be kept or used, and re-delivered, according to agreement. Such delivery and receiving includes giving and taking goods to be kept for and without reward; in security for debt; borrowing and lending; letting for hire; carrying, &c. These are comprehended in the word bailment, which is from bail, a French word, signifying to deliver.

§ 11. If a person takes goods to keep and to return them without reward, he must keep them with ordinary care, or if they receive injury, he will be liable to the bailor for damage; in other words, a bailee without reward is responsible only for gross neglect. The person with whom goods are deposited, is also called in law, depositary. A depositary may not use the goods taken into his care.

§ 12. A person who agrees to carry goods from place to place, or to do some other act or work upon or about them, without recompense, must use due diligence in performing the work; he is responsible for gross neglect, if he undertakes and does the work amiss; but it is thought that for agreeing to do, and not undertaking or doing at all, he is

nership may be formed in this state? How is it formed? $8, 9. Which are the special and which the general partners? If such partnership is dis solved by act of parties, what is necessary? 10. The doing of what things is comprehended in the word bailment? 11. For what is a man responsible if he takes goods to keep without reward? 12. If he agrees

not liable for damage. Or if he has been strongly persuaded to do the act, only a fair exertion of his ability is required.

13. A borrower is liable for damage, in case of slight neglect. If he applies the article borrowed to the use for which he borrows it, uses it carefully, does not allow another to use it, and returns it within the time for which it was borrowed, he is not liable.

§ 14. A person who receives goods in security for a debt or engagement, is liable for ordinary neglect. But if he bestows ordinary care upon the goods, and they should then be lost, he still has a claim upon the pawnor for the debt.

§ 15. When property is hired, that is, when something is to be paid for the use of an article, and it is injured by moderate usage, the owner bears the loss; but the hirer must not use it for any purpose but that for which it was hired, and he must return it promptly, or he is liable for damage. § 16. If an article is delivered, upon which work is to be bestowed, the work must be properly done. A manufac turer who receives your wool to make into cloth, or the tailo who takes cloth to make into a garment, must do the work well, or he is liable for damage. If the property should be lost or stolen, he is responsible for ordinary neglect.

§ 17.Innkeepers are, in general, responsible for all injuries to the goods and baggage of their guests, even for thefts. But for losses caused by unavoidable accident, or robbery, they are not liable.

18. A common carrier, that is, one who carries goods for hire, as a common employment, is responsible to the. owner even if robbed of the goods. But a person who occasionally carries goods for hire is not a common carrier, and is answerable only for ordinary neglect, unless he expressly takes the risk. A common carrier is one who holds himself out as ready to carry goods as a business, by land or by water, and is answerable for all losses, except in cases of public enemies, as in time of war, and in case of the act of God, as by lightning, storms, floods &c. Public carriers

to carry them without reward? 13. How is a borrower made liable? 14. For what is a pawnee liable? 15. In what case is a hirer liable? 16. State the liability of one who takes an article to do work upon? 17. Of innkeepers? 18. For what are common carriers answerable! Who are common carriers?