Goodspeed v. Wiard Plow Co.

• Decision Date: 19 January 1881
• Citation: 7 N.W. 902,45 Mich. 322
• Court: Michigan Supreme Court
• Parties: GOODSPEED v. WIARD PLOW CO.

7 N.W. 902

45 Mich. 322

GOODSPEED v. WIARD PLOW CO.

Supreme Court of Michigan

January 19, 1881

A retiring partner is bound by all contracts of the firm in the line of the business prior to the dissolution, but not by those of a remaining partner, made subsequent.

Error to Ingham.

M.V. &amp R.A. Montgomery, for plaintiff in error.

Cowles & Cahill, for defendant in error.

CAMPBELL J.

Goodspeed and Fales prior to February 13, 1879, were partners in business, and on the twenty-first day of January preceding the dissolution Fales, in the name of the firm, but in the absence of Goodspeed, and without his knowledge or authority gave to an agent of the Wiard Plow Company an order in writing for a large number of articles connected with their business to be shipped on the first day of April thereafter. On the thirteenth of February the firm was dissolved, and on the same day the agent was informed of the dissolution. The price of the articles ordered was shown to be above $500. On the fifteenth of February a portion of the articles were shipped, and the remainder some earlier and some later than April. All came into the hands of Fales. There was no proof of any other acceptance of the order than the shipment, unless the agent at the time of receiving the order made some arrangement on the subject, which is not shown. On a suit against Goodspeed & Fales the court held that the shipment of goods and their reception by Fales bound Goodspeed, and that the fact that the time of shipment was different from that named in the order made no difference.

We think this was erroneous, and that there was no ground of recovery. A retiring partner is bound by all previous contracts made within the line of the business, but after dissolution he is not bound by any new contract made by his copartner. The order given by Fales made no contract until accepted, and until acceptance could at any time be withdrawn. Inasmuch as the amount of goods exceeded $50 there could be no binding contract as against the Wiard Plow Company without either a writing or some act done on the faith of the order. Here there was no proof of acceptance of the order in writing, if at all. The shipment of the goods was not made in accordance with the terms of the order, and was not made until the order had been rescinded by notice of the dissolution. Fales could not waive any of the conditions as to bind Goodspeed, after the dissolution. The sale...