liable on the contracts made by directors for the supply of the mines, where such contracts are necessary or usual, or where the defendant (a shareholder) can be shown to have authorised such contracts. Tredwen v. Bourne, 6 M. & W. 461.; Steigenberger v. Carr, 3 M. & G. 191. And such shareholders are partners, and therefore liable on all customary contracts with strangers made by their agents, though there may be an agreement inter se not to deal on credit; unless the plaintiff knew that the goods were ordered without the authority of the defendant. Hawken v. Bourne, 8 M. & W. 703. The defendant may be charged as partner on proof of an admission of his interest either before or after the debt was incurred, without proving a deed of copartnership or any strict legal interest in the mine; Ralph v. Harvey, 1 Q. B. 845.; and the doctrine attributed to the court in Vice v. Anson, 7 B. & C. 409. 411., cannot, it seems, be considered as law, though the decision itself may perhaps be supported. Where the facts showed that the defendant became a shareholder on the terms that the directors should not proceed without a certain capital, and they proceeded (without the defendant's assent) before that capital was raised, the defendant was held not liable on their contract. Pitchford v. Davis, 5 M. & W. 2.

The participation to render the party liable must be in the profits as such. Therefore a remuneration made to a traveller, or other clerk or agent, by a portion of the sums received by or for his principal, in lieu of a fixed salary, is only a mode of payment adapted to increase or secure exertion, and does not render the party a partner. Cheap v. Cramond, 4 B. & A. 670. So, a person employed to sell goods, and who was to have for himself whatever money he could procure for them above a stated sum, was held not to be a co-partner. Benjamin v. Porteus, 2 H. Bl. 590. So, if there be an agreement between A., the owner of a lighter, and B., that B. shall work the lighter, and in consideration of the working have half the gross earnings, this is only a mode of paying wages, and not a partnership in the profits. Dry v. Boswell, 1 Camp. 329. So an agreement, that a sailor shall receive a certain share of the produce of the voyage in lieu of wages, does not make him a partner with the owners of the cargo. Wilkinson v. Frasier, 4 Esp. 182. Mair v. Glennie, 4 M. & S. 244. But an agreement between two persons, that one of them should make purchases of goods for the other, and in lieu of brokerage should have one third of the profits arising from the sales, and should bear a certain proportion of the losses, makes him liable as a partner as to third persons. Per Holroyd J., Smith v. Watson, 2 B. & C. 409. A distinction has been

taken between receiving a share of the profits which renders the party liable as a partner; and relying on the profits as a fund for payment, which will not have that effect. See Grace v. Smith, 2 W. Bl. 998. ; Ex parte Hamper, 17 Ves. 404.; see 2 H. Bl. 236. (n), 4th ed.

Where a dormant partner quits the partnership without any public notice, he will not be liable to persons subsequently dealing with the partnership, and who were ignorant that he had ever been a partner. Carter v. Whalley, 1 B. & Ad. 11.; Heath v. Sansom, 4 B. & Ad. 172. Knowledge by a creditor of a dissolution of partnership, the transfer of his account from the old to the new firm, and his continuing to deal with the new firm, will be evidence of accepting the latter as his

debtors, and will therefore release the retiring partner. Kirwan v. Kirwan, 2 C. & M. 617. See Hart v. Alexander, 2 M. & W. 484.

Delivery to wife.] Where husband and wife live together, and goods are delivered to the wife by her order, a jury may presume the husband's assent. Bac. Abr. Baron and Feme (H.); 1 Freem. Rep. 249. (n) 2d ed. And where a husband is living in the same house with his wife, he is liable to any extent for goods which he permits her to res ceive there. If they are not cohabiting, then he is in general only liable for such necessaries as, from his situation in life, it is his duty to supply to her. Waithman v. Wakefield, 1 Camp. 121.; Atkins v. Curwood, 7 C. & P. 756. Where a wife carried on business on her own account during the imprisonment of her husband; and, after his return, articles were furnished in the same business with his knowledge, he was held liable for these articles, though the invoices and receipts were made out in the wife's name. Petty v. Anderson, 3 Bing. 170. The presumption of the husband's liability may be rebutted by proof that the credit was given to her; Bentley v. Griffin, 5 Taunt. 356.; Metcalfe v. Shaw, 3 Camp. 22. ; or by proof of any other circumstances negativing the husband's assent; see Montague v. Benedict, 3 B. & C. 631.; as where the wife has a sufficient allowance from her husband, of which the plaintiff has notice. Holt v. Brien, 4 B. & A. 252. If the husband and wife have parted by consent, the former remains liable for necessaries supplied to the latter, unless he makes her an adequate allowance; Hodgkinson v. Fletcher, 4 Camp. 70.; Hindley v. Marquis of Westmeath, 6 B. & C. 211. Notice of separation has been held necessary in order to exempt the husband; Rawlyns v. Vandyke, 3 Esp. 250.; but see Turner v. Winter, Selw. N. P. tit. " Baron and Feme, I." It is a sufficient notice if the fact was notorious in the place where the parties live. Todd v. Stokes, 1 Ld. Raym. 444. And where the husband and wife had lived separate for many years, and the wife had resources of her own adequate to her situation, of which the plaintiff had notice, it was held that he could not sue the husband. Liddlow v. Wilmot, 2 Stark. 88.; see Thompson v. Hervey, 4 Burr. 2177. And, even without a knowledge of her being provided for, the creditor, if he gives credit to her, and she is in fact adequately provided for aliunde, cannot sue the husband. Clifford v. Laton, M. & M. 101. And, generally, it seems to be now decided, that if the wife is living apart from her husband, and he in fact allows her a sufficient maintenance, he is not bound by her contracts; and it is immaterial whether the trades-people had notice of that allowance or not; Mizen v. Pick, 3 M. & W. 481.; where Alderson B., referring to Rawlyns v. Vandyke, says, "No doubt, according to that decision, notice would be necessary; but the question is, whether Lord Eldon meant to express what the reporter has made him say. In Hind ley v. Westmeath, nothing is said about notice;".... "I do not see how notice to the tradesman can be material. The question in all these cases is one of authority. If a wife living separate from her husband is supplied by him with sufficient funds to support herself with every thing proper for her maintenance and support, then she is not his agent to pledge his credit, and he is not liable."

A husband is liable for necessaries provided for his wife, pending a suit in the ecclesiastical court, and before alimony decreed, although a decree, afterwards made, directs the alimony to be paid from a date before the

time when the necessaries were provided. Keegan v. Smith, 5 B. & C. 375. And after a divorce for adultery in the husband, and a decree of alimony, the husband is liable for necessaries supplied to the wife, if he omit to pay the alimony. Hunt v. De Blaquiere, 5 Bing. 550. After a divorce on the ground of nullity, the liability of the husband for the debts of his late wife does not continue. Anstey v. Manners, Gow, 10. It seems that an express promise made by the husband to pay a debt contracted by the wife after a separation and adequate allowance, will be a ratification, and binding upon him. Hornbuckle v. Hornbury, 2 Stark. 177. Acc. Harrison v. Hall, 1 M. & Rob. 185; but see the note ibid. 186.

Where the wife elopes from her husband, and lives in adultery, the husband is not liable for necessaries supplied to her. Morris v. Martin, 1 Stra. 647. And where the husband turns the wife out of doors on account of her having committed adultery under his roof, he is not liable for necessaries furnished to her after the expulsion. Ham v. Toovey, Selw. N. P. 260. So if she elopes, though not with an adulterer, Child v. Hardyman, 2 Stra. 875. But if, after an adulterous elopement, he takes her back, he is liable for necessaries subsequently supplied. Harris v. Morris, 4 Esp. 41.

Where a wife leaves her husband under a reasonable apprehension of personal violence, he is liable for necessaries subsequently furnished to her. Houliston v. Smyth, 3 Bing. 127. So if he causelessly turns away his wife, or shuts his door against her; Lungworthy v. Hockmore, cited 1 Ld. Raym. 444.; Rawlyns v. Vandyke, 3 Esp. 251.; and a notice that he will not be answerable for her debts, will not in such case relieve him from liability. Boulton v. Prentice, Selw. N. P. 263.; Harris v. Morris, 4 Esp. 42. A husband illtreated his wife, who indicted him for the assault; a party who advanced money for the purposes of the prosecution to the attorney, without which he could not have gone on, cannot recover it from the husband as money supplied to procure her necessaries. Grindell v. Godmond, 5 A. & E. 755. But he is liable for the expense of articles of the peace exhibited by the wife against him, although she may have a separate maintenance. Turner v. Rookes, 10 A. & E. 47. It lies upon the plaintiff to show, that under the circumstances of the separation, or from the conduct of the husband, the wife had authority to bind him; and this even in an action for necessaries. Mainwaring v. Leslie, M. & M. 18. Clifford v. Laton, ibid. 102.

The plaintiff must prove, either that the defendant and the woman to whom the goods were delivered are married, which is sufficient prima facie evidence of the defendant's liability, where they are living together, Car v. King, 12 Mod. 372., Mainwaring v. Leslie, suprà, or that she and the defendant cohabited, and that she passed as his wife with his assent; and it will be no defence that the plaintiff knew her not to be his wife. Watson v. Threlkeld, 2 Esp. 637. Robinson v. Nahon, 1 Camp. 245. But this only applies while the woman assumes the defendant's name, lives in his house, and is part of his family. 2 Esp. ubi sup. And where the defendant has separated from a woman with whom he has lived as his wife, he is not liable for necessaries subsequently supplied. Munro v. De Chemant, 4 Camp. 215.

Where the wife ordered goods to be delivered to her mother, saying her husband would pay for them, which he did; and she subsequently

ordered other goods in like manner, it was held that there was evidence to go to the jury of the wife being authorised to order the latte goods. Filmer v. Lynn, 4 Nev. & M. 559.

Where the goods were delivered after the husband's liability had been released by the wife's adultery, semb., the defence may be shown under non assumpsit. Symes v. Goodfellow, 4 Dowl. P. C. 642.

Delivery to infant.] The father of an infant to whom goods are supplied is only liable where an actual authority from him to his son is proved, or circumstances appear from which such an authority can be implied. Baker v. Keen, 2 Stark, 501. Rolfe v. Abbott, 6 C. & P. 286. Quære, Whether a father, deserting his infant child, be liable in assumpsit to a party who supplies the child with necessaries, no farther proof of contract being given? Such action, at all events, cannot be maintained if the father had reasonable ground to suppose that the child was provided for. Urmston v. Newcomen, 4 A. & E. 899.

It appeared that the plaintiff, a tailor, furnished clothes to the defendant's son, a boy at school; that the boy when sent to the school seemed in want of clothes; that when he went home for the holidays he took the clothes in question with him, but was not wearing them; and that he returned to school with them. Defendant lived a short distance from the place where the school was, but it did not appear that he had given any direction, or made any provision for supplying his son with clothes. It was held that, on this case, there was some evidence to go to a jury of an implied authority from the father to furnish the clothes. Law v. Wilkin, 6 A. & E. 718.

Delivery to overseer.] Where goods were supplied for the use of the poor of the parish on orders signed by some of the overseers separately, all of whom had, on different occasions, promised to pay, this was held evidence of a joint contract, on which all the overseers were liable to be sued, including the assistant overseer who had signed. Kirby v, Banister, 5 B. & Ad. 1069.

Delivery to agent.] Where goods are delivered to an agent, the seller may in general sue the principal. The following has been laid down as the rule on this subject by Lord Tenterden: "If a person sells goods supposing at the time of the contract that he is dealing with a principal, but afterwards discovers that the person, with whom he has been dealing, is not the principal, but agent for a third person, though he may in the meantime have debited the agent with it, he may afterwards recover the amount from the real principal; subject, however, to this qualification, that the state of the account between the principal and the agent is not altered to the prejudice of the principal. On the other hand, if, at the time of the sale, the seller knows that the person who is nominally dealing with him is not principal but agent, and also knows who the principal really is, and notwithstanding all that knowledge chooses to make the agent his debtor, then, according to the cases of Addison v. Gandassequi, (4 Taunt. 574.), and Paterson v. Gandasequi, (15 East, 62.), the seller cannot afterwards, on the failure of the agent, turn round and charge the principal, having once made his election at the time when he had the power of choosing between the one and the other." Thomson v. Davenport, 9 B. & C. 86. The mere knowledge at the time of the contract that

there is a principal, his name not being disclosed, will not prevent the seller, who has debited the agent, from afterwards resorting to the principal. S. C. ibid.

The members of a club managed by a committee are not, merely as such, personally liable for goods supplied on the order of the committee for the use of the club; it appearing that the committee are supplied with funds by the members who are subject only to annual subscriptions and to other ready money payments, and that the committee have no express authority to bind the members by contracts. Flemyng v. Hector, 2 M. & W. 172. And it seems that such committees are not generally authorized to deal on credit; therefore the party who supplies goods on credit can only sue those members of the committee who were privy to the contract, unless he can prove that such dealing was one of the purposes for which the committee was appointed. Todd v. Emly, 7 M. & W. 427. Nor are the committee liable, as such, on the contract of their servant, the house steward; unless there be proof of an authority from them. Todd v. Emly, 8 M. & W. 505.

Delivery to servant.] A master is not responsible for goods ordered by his servant in his name but without his authority, unless he has been in the habit of paying for goods so ordered. Maunder v. Conyers, 2 Stark. 281.; Pearce v. Rogers, 3 Esp. 214. If in one instance the master has employed the servant to buy on credit, he will be liable for any goods which the servant subsequently buys on credit, until the credit is distinctly withdrawn ; Hazard v. Treadwell, 1 Stra. 506.; Rusby v. Scarlett, 5 Esp. 76.; and see Gilman v. Robinson, R. & M. 227.; Filmer v. Lynn, 4 Nev. & M. 559., suprà, p. 277.; though he has given the servant money to pay for the goods in some instances. Wayland's case, 3 Salk. 234.; Bolton v. Hillersden, 1 Ld. Raym. 225.; Rusby v. Scarlett, 5 Esp. 76. When the master gives his servant money to pay for commodities as he buys them, and the servant buys them without paying for them and embezzles the money, the master is not liable, Stubbing v. Heintz, Peake, 47.

Acceptance within the Statute of Frauds.] Where goods above the value of 10%. have been sold, and there is no note or memorandum in writing, and no earnest has been given, it frequently becomes a question, whether or not there has been a sufficient acceptance of the goods, or of part of them within the Statute of Frauds, 29 Car. 2. c. 3. s. 17. Antè, p. 263., et seq. In order to satisfy the statute, there must be a delivery of the goods by the vendor, with an intention of vesting the right of possession in the vendee, and there must be an actual acceptance by the latter with the intention of taking to the possession as owner. Phillips v. Bistolli, 2 B. & C. 513. Acceptance without a delivery is insufficient. Thus, where the defendant ordered the goods to be marked, and to be sent to a certain place, but the plaintiff had not parted with them so as to deprive him of his lien for the price, the sale was held insufficient without a writing. Bill v. Bament, 9 M. & W. 36. Bulk samples were sent to the defendant by coach pursuant to the contract, but he returned them as not answering to the samples by which he bought: the jury in an action for the price of the goods found that the samples did answer the contract: held that there was no acceptance of the goods within the Statute of Frauds. Johnson v. Dodgson, 2 M. & W. 653. There is not a