-.'.-.s 



HORTICULTURE 



September 20, 1919 



BOSTON FLORAL SUPPLY 

 COMPANY 



Wholesale Florists 



DEALERS IN 



Cut Flowers and Evergreens 



We manufacture our Baskets, Wax 

 flowers, Wax designs, Wire frames, 

 etc., and preserve our Cycas Leaves 

 right in our own factory. 



Office, Salesrooms, Shipping Dept. 



15 Otis St. 96 Arch St. 

 BOSTON, MASS. 



Telephones, Main 2574, 3525 



For All Flowers in Season Call en 



THE LEO NIESSEN CO. 



1201 Race St Philadelphia, Pa. 



EDWARD REID 



WHOLESALE FLORIST 



1619 - 21 Ruttead St., Philadelphia, Pa. 



CHOICE BEAUTIES, ORCHIDS, VALLEY, ROSES 

 and all Seasonable Varieties of Cut Flowers 



Wired Toothpicks 



at— ■ la «*■»»! ar 



W.J. COWEE, Berlin, N.Y. 



IMN...HJM (•,OM...*B.n 



GEORGE B. HART 



WHOLESALE FLORIST 



24 Stone St., Rochester, N. Y. 



CUT FLOWER BOXES 



EDWARDS FOLDING BOX CO 



MANUFACTURERS 



I. PHILADELPHIA, PA. 



J. A. BUDLONG 



184 North Wabash Avenue, CHICAGO 



Wholesale Growers of Gut Flowers 



ROSES, CARNATIONS 



AND ALL OTHER SEASONABLE STOCK 



Shipping order, have most careful attention alway. 



IF You Want Anything from Boston Get It 

 From Henry M. Robinson & Co. 



For Safety Place Your Orders With t/« 



HENRY IN/I. ROBINSON & CO. 

 2 Winthrop Square and 32 Otis Street, BOSTON, MASS. 



TYING UP A PARTNER NOT TO 

 BORROW MONEY 



Schnectady, N. Y. 



Please advise. I am the member of 

 a partnership consisting of myself and 

 two others. (Do not use name.) The 

 firm was formed five years ago and a 

 regular agreement drawn up, prepared 

 by a lawyer. Clause 5 is that "no 

 partner shall have the right or the 

 power to borrow money on the credit 

 of the partnership, whether on promis- 

 sory note, or in any other manner, 

 without the consent of the other part- 

 ners. We figured that unless we all 

 agreed as to the desirability of making 

 loans, we had better make it impos- 

 sible. 



We have been enlarging our store 

 building, spending several thousand 

 dollars to do it. The work was done 

 on an agreed plan, but when we got 

 about three-quarters through, we 

 found it was costing so much more 

 than we expected that two of the three 

 partners agreed to change the plan 

 and stop. The third man, who had 

 been doing most of the financing, was 

 much opposed to this and insisted on 

 going ahead and completing the job. 

 We did not agree, but he has gone 

 ahead and borrowed from the bank, 

 making a note in the name of the firm, 

 enough money to complete the entire 

 alteration. .As soon as we learned of 

 this, we served notice on the bank 

 that the loan was not made with our 

 consent and the partnership would not 

 be bound by it, but the president of 

 the bank, in conversation with the 

 writer yesterday, said the transaction 

 was binding on the firm and we should 

 have to stand for it. Is this true, af- 

 ter an agreement and the action taken 

 by us against this particular loan. 

 B. R. B. Co. 



The question to be answered here 

 is this: 



After a partner has agreed with his 

 fellow partners not to borrow money 

 on the firm credit without their con- 

 sent, or after he has been instructed 

 by a majority of the firm, in a particu- 

 lar case, not to borrow, has he still 

 the power to go out and make loans 

 for which the firm will be liable? 



Restrictions on partner's authority, 

 either in the partnership agreement 

 or in a separate agreement, do not 

 bind th?rd parties who have no notice 

 of the agreement. 



Under the well settled law every- 

 where, he has. This is one of the 

 weaknesses and dangers of the part- 

 nership relation, which, however, can 

 scarcely be guarded against even if 

 you are wide-awake and do all you 

 can. It makes no difference what you 

 put in your partnership agreement. 

 You can put clauses in there absolute- 

 ly forbidding your partner to borrow 

 money in the firm name, as this cor- 

 respondent did, but the very next day 

 he can go out and do it, provided he 

 goes to a bank or to an individual who 

 knows nothing of the partnership 

 agreement. The following, which Is 

 from a leading case, is the settled law: 



Restrictions on partner's authority, 

 either in the partnership agreement 

 or in a separate agreement, do not 

 bind third parties who have no no- 

 tice of the agreement. 



A partnership is liable for money 

 borrowed by one of the members, on 

 the credit of the firm, within the gen- 

 eral scope of its authority, and accord- 

 ing to the usual course of its business. 

 Nor will the lender's right be affected 

 by the borrowing partner's misappro- 

 priation of the money, if the lender 

 acted in good faith when he loaned it. 



Recently a case occurred in my own 

 experience which shows how far this 

 principle is carried. A and B were 

 partners in a mercantile business. In 

 the beginning they made a partner- 

 ship agreement providing that neither 

 should borrow any money, on the firm 

 credit, without the other's consent. In 

 spite of this A went to a bank and 

 borrowed $4,765.81, signing a note "A 

 and B, by A." Before the note came 

 due B died. The firm had little or no 

 assets, and when the note became 



