Morse v. Hagenah

• Decision Date: 12 April 1887
• Citation: 32 N.W. 634,68 Wis. 603
• Parties: MORSE v. HAGENAH AND OTHERS.
• Court: Wisconsin Supreme Court

68 Wis. 603

32 N.W. 634

MORSE

v.HAGENAH AND OTHERS.

Supreme Court of Wisconsin.

April 12, 1887.

Appeal from circuit court, Sauk county.

This action was brought by the plaintiff and respondent upon a promissory note for $10,000, dated September 20, 1882, payable to the Reedsburg Bank, (and by the bank assigned to plaintiff,) purporting to be signed with the firm name of the firm of Hagenahs & Geffert, and by all the other defendants. Judgment for plaintiff. Defendants appeal.J. W. Lusk and R. P. Perry, for respondent.

Jenkins, Winkler, Fish & Smith, for appellants.

COLE, C. J.

The defense of Peter Hagenah to the note in suit is that it was not given for any indebtedness of the firm of Hagenahs & Geffert, or that the firm received any benefit from the consideration of the note. It is not claimed that the note was signed by him, but the firm name was signed to it by his brother John, who was the financial manager of the firm, and usually executed its notes. Peter's contention is that he had no knowledge of the giving of the note, never assented to it, and that the note was executed for a purpose outside the partnership business, therefore he is not responsible upon it, though it was executed in the name of the firm. The firm was composed of three members,--John H. and Peter Hagenah, and Henry Geffert. It was engaged in a variety of businesses,--dealt in hardware, traded in agricultural implements, sold flour and feed, bought and sold grain, ran a brewery, bought and sold hops, dealt some in real estate, took stock in a woolen-mill, and was ready to do anything that there was a prospect of making money in. The firm name was signed to the note with the names of other stockholders in the woolen-mill, to raise money to carry on the mill. It is an undisputed fact that the firm of Hagenahs & Geffert owned stock in the woolen-mill. The firm thus owning stock in the mill, the learned counsel of the plaintiff insists, had the undoubted power to borrow money to keep the mill running, so as to protect its own property therein, even if its liability could not be sustained upon any other ground. There is great force in this view of the transaction. The making of the loan, for the purpose of keeping the mill in operation, would certainly seem to be for the benefit of the firm, as well as other stockholders; and, upon familiar principles, there would be ample authority of each partner to bind the firm in making the note for such a purpose as when executing it in any other partnership business. In commercial dealings within the scope of the partnership, the acts of one partner are presumed to be for the benefit, and in the interest, of all other partners, whether present or absent, and bind the firm. Fletcher v. Ingram, 46 Wis. 204; Story, Partn. §§ 102, 104. The defendants' counsel says that the object and purpose of the note was so far outside of the business of the firm of Hagenahs & Geffert that the mere partnership relation gave no authority, either express or implied, to sign the firm name to it; so, if Peter...