§ 662. But with regard to innkeepers, the rule is more strict. In general, they are responsible for the acts of their servants and for thefts, and are bound to take all possible care of the goods and baggage of their guests, on the ground of the profit they receive for their entertainment. But the innkeeper is not considered responsible for loss occasioned by unavoidable accident, or by superior force, as robbery.

§ 663.. A person who carries goods for hire, in a particular case, and not as a common carrier, is only answerable for ordinary neglect, unless he expressly assumes the risk of a common carrier. But if he be a common carrier, he is in the nature of an insurer, and is answerable for accidents and thefts, and even for loss by robbery. He is answerable for all losses, except in cases of the act of God, and public enemies.

§ 664. Proprietors of a stage coach do not warrant the safety of passengers as common carriers; they are responsible only for the want of due care. But as public carriers, they are answerable for the loss of a box or parcel of goods, though ignorant of the contents. But if the owner be guilty of fraud or imposition, as by concealing the value or nature of the article, or deludes the carrier by treating the parcel as of no value, he cannot hold him liable for the loss of his goods. Carriers by water are liable to the same extent as carriers by land. But the rule does not apply to postmasters.

CHAPTER VIL

Principal and Agent.-Partnership.

§665. AGENCY is founded upon a contract, expressed or implied, by which one party intrusts to the other the manage.

relation to forwarding merchants? § 662. What respecting innkeepers? § 663. What respecting special and common carriers? § 664. What respecting proprietors of stage coaches? Carriers by water? Postmasters?

§ 665. Upon what is agency founded? How far is a principal bound

ment of some business, and by which the other assumes to do the business, and to render an account of it. The acts of a general agent, or one employed by another to do his business of a particular kind, will bind his principal, so long. as he keeps within the general scope of his authority, though he may act contrary to his private instructions. But an agent, constituted for a particular purpose, and under a limited power, cannot bind his principal if he exceeds his power. The special authority must be strictly pursued; and whosoever deals with an agent, constituted for a special purpose, deals at his peril, when the agent passes the limits of his power.

§ 666. If a person intrusts his watch to a watchmaker to be repaired, and the watchmaker sells the watch, the owner is not bound by the sale. A factor, or merchant, who buys and sells upon commission, or as agent for others, may sell on credit, and the principal must abide by the bar gain, and the agent incurs no risk. There are some cases in which a factor sells on credit on his own risk; as when he acts for an additional premium; and the principal may call on him without first looking to the vendee. A factor cannot pledge the goods of his principal as security for his own debts.

§667. If an agent would excuse himself from responsi bility, he must show that he disclosed his principal when he made the contract, and that he acted on his behalf, so as to enable the party with whom he deals to have recourse to the principal, in case the agent had authority to bind him. And if the agent even buys in his own name, but for the principal, and without disclosing his name, the principal is bound as well as the agent, provided the goods come to his An agent, ordinarily, has no right, without express authority, to employ a sub-agent to do his business, without the knowledge or consent of his principal.

use.

§ 668. An agent has a right to retain possession of property until his demand shall be satisfied. This right is called a lien. A general lien is the right to retain property for a

by the acts of his agent? § 666. In what cases may a factor bind his principal? In what cases does he act on his own risk? 667. What is necessary to exonerate an agent from responsibility? § 668. What

general balance of accounts; but a particular lien is a right to retain it only for a charge on account of labor employed, or expenses bestowed, upon the identical property detained. This is a privilege given by law to persons engaged in occupations necessary for the accommodation of the public. Upon this ground common carriers and innkeepers have a lien on property intrusted to them. A tailor has a lien upon the cloth put in his hands to be worked up into a garment. But he cannot hold it for any debt previously contracted.

§ 669. Partnership is a contract of two or more persons, to place their money, labor, or skill, in lawful commerce or business, and to divide the profit, and bear the loss, in certain proportions. It is a partnership if one advances the funds, and another furnishes the personal services, and is to share in the profits. Though there be no express articles of copartnership, if persons have a mutual interest in the profits and loss, or if they hold out themselves to the world as joint traders, they are held responsible as partners to third persons, whatever may be the nature of their connexion; and each member of the firm is answerable for the whole amount of the debts. But a party may by agreement receive, by way of rent, a portion of the profits of a farm or tavern; or a clerk or agent may receive a portion of the profits of sales as a compensation for labor, without becoming a partner.

§670. Parties must be jointly concerned in the future sale of their goods, in order to constitute a partnership. A joint purchase, with a view to separate and distinct sales by each person on his own account, is not sufficient. Several persons, not having contracted together as partners, may, by a common agent employed for the purpose, purchase goods in the name of one of them only, and divide the purchase among themselves, without becoming partners, or jointly answerable to the seller in that character, if they are not to be jointly concerned in the resale of their shares. If a purchase be made on separate account, and the interests of the purchasers be afterwards mingled, with a view to a joint

is a lien? In what cases are persons allowed this privilege? § 669. What is a partnership? Are express articles of copartnership necessary to hold persons responsible as partners? § 670. How may

sale, the partnership commences at the time when the shares are brought into a common stock.

§ 671. The members of an association may mutually agree, that any one of their number shall neither contribute his money or labor, nor partake of the profits; yet if he lends his name to the company, he becomes liable as a partner for the debts contracted. The parties may regulate their concerns as they please with regard to each other, but they cannot, by any agreement among themselves, release each other from their obligations as partners. This rule is founded on principles of general policy, and is calculated to prevent the frauds to which creditors would otherwise be exposed. A partner who should conceal his name so as not to be known as a partner when the debt is contracted, is equally liable when discovered, if he shares in the profits of the trade.

§ 672. Incorporated companies are not, in law, partnerships; and the stockholders are not personally responsible for the debts or engagements of the company: their property is affected only so far as they have an interest in the company.

§ 673. The act of each partner relating to the partnership, is considered the act of all, and binds all. But if a bill or note be drawn by one partner in his own name only, without appearing to be on partnership account, he alone is bound, though it were made for a partnership purpose. But if the bill be drawn by one partner in his own name, on the firm, or on partnership account, the act of drawing has been held to amount to an acceptance of the bill by the drawer in behalf of the firm, and to bind the firm as an accepted bill.

§ 674. A partnership ceases as soon as the business is completed; and if the partnership be without a definite period, any partner may withdraw when he pleases, and dissolve the partnership; but if the terms of partnership be

several persons jointly purchase goods without becoming jointly responsible? What future act will make them partners? 671. Can the members of an association, by any arrangement between themselves, release each other from responsibility? § 672. How far are stockholders in incorporated companies responsible? § 673. How far is one partner bound by the acts of the others? § 674. How and when

definite, it cannot be dissolved before the expiration of the term, without the mutual consent of the partners, except by the death, insanity, bankruptcy, or some other inability of one of the parties, or by judicial decree of the court of chancery in certain cases.

$675. In the state of New York, there is a law by which limited partnerships may be formed, consisting of one or more persons jointly and severally responsible, who are call. ed general partners, and one or more persons who furnish certain funds to the common stock, but who are liable only for the amount of the fund furnished, and who are called special partners. The names of the special partners are not to be used, nor do they transact any business for the firm. Before such a partnership can act, a register thereof, with a certificate signed by the parties, must be registered in the clerk's office of the county; and the terms of the partnership must be published for six weeks. Due publication must also be made, for four weeks, of the dissolution of the partnership by the act of the parties, prior to the time specified in the certificate.

CHAPTER VIII.

Bills of Exchange.-Promissory Notes.

§ 676. A bill of exchange is a written order or request, from one person to another, to pay to a third person a certain sum of money. If A, living in New York, wishes to receive $1000, which await his orders in the hands of B, in London, he applies to C, going from New York to London, to pay him $1000, and take his draft on B for that sum, payable at sight. This is an accommodation to all parties.

may partnerships be dissolved, before the expiration of the stipulated term? § 675. What law exists in New York in relation to general and special partners?

§ 676. What is a bill of exchange? Give an example to illustrate its operation. Which party is the drawer? The drawee? The ac.