1 U.S. 269 (1788)

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U.S. Supreme Court

TILLIER v. WHITEHEAD, 1 U.S. 269 (1788)

1 U.S. 269 (Dall.)


Supreme Court of Pennsylvania

April Term, 1788

This was a feigned issue to try, whether the Defendant had a legal authority to use the Plaintiff's name in the acceptance, drawing, and indorsement of bills of exchange, and promissory notes. The case was this: Rudolph Tillier, and Clement Biddle entered into articles of agreement on the 30th of January 1783, by which a special Partnership was established between them. The Defendant Whitehead was employed as a clerk by Biddle in his general transactions; and a memorandum, written and subscribed by Biddle alone, under two firms, that is, 'Clement Biddle and Co.' and also 'Clement Biddle and Co. and Rudolph Tillier,' was lodged in the Bank; declaring that Whitehead's acceptances, indorsements, and drafts under those firms, were good and binding on the parties. It appeared, accordingly, that Whitehead, as well as Biddle, had used the firm of 'Clement Biddle and Co. and Rudolph Tillier;' and an advertisement, subscribed and published by Tillier himself, was read, in which notice was given, that 'he had no connection with any other mercantile House, except that known under the firm of 'Clement Biddle and Co. and Rudolph Tillier.' There was not any proof, however, [269-Continued.]

that Tillier knew of the authority which had been left by Biddle at the Bank; but a clerk of the Bank proved that he had presented notes drawn by Whitehead in the firm of 'Clement Biddle and Co. and Rudolph Tillier,' and that on such occasions Tillier refered him to Whitehead for payment. It appeared also that Whitehead had received the proceeds of some damaged tea which Tillier had sent to the city auction, giving a receipt in the name of 'Clement Biddle and Co. and Rudolph Tillier;' that, in consequence of this, Tillier directed his clerk to forbid Whitehead's medling with any more of his money; and that sometime afterwards, Tillier desired Whitehead to quit his counting house, declaring that he had nothing to do with him.

Two questions were stated for the Plaintiff-1st, Whether Clement Biddle and Rudolph Tillier were partners generally, or only for certain specific purposes? and secondly, Whether one partner can desolve over the right of using the firm, without the knowledge and concurrence of the other?

To the first question it was answered by the Defendant's council, and allowed BY THE COURT, that the articles of Co-partnership, being res inter alios acta, the limitations could not be known, and, therefore, ought not to affect the Defendant, if he acted under a legal authority.

With respect to the second question, it was unanimously resolved BY THE COURT, that one, of two partners, may give an authority to a clerk under the firm of the house; and that the clerk may, in consequence thereof, accept bills, and sign, or indorse, notes, in the name of the company. And it was said by M'Kean, Chief Justice, that this case could not be properly compared with the case of an attorney

Page 1 U.S. 269, 270

without power of substitution; for, the attorney cannot exceed the letter of his authority, being nothing more than an agent himself. But each partner is a principal; and it is implied in the very nature of their connection, that each has a right to depute and appoint a clerk to act for both, in matters relative to their joint interest.

Verdict for the Defendant.

Ingersoll for the Plaintiff - Bradford for the Defendant.

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