{ "id": 1500961, "name": "Alley v. Bowen-Merrill Company", "name_abbreviation": "Alley v. Bowen-Merrill Co.", "decision_date": "1905-06-10", "docket_number": "", "first_page": "4", "last_page": "10", "citations": [ { "type": "official", "cite": "76 Ark. 4" } ], "court": { "name_abbreviation": "Ark.", "id": 8808, "name": "Arkansas Supreme Court" }, "jurisdiction": { "id": 34, "name_long": "Arkansas", "name": "Ark." }, "cites_to": [ { "cite": "55 Ark. 116", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1322222 ], "opinion_index": -1, "case_paths": [ "/ark/55/0116-01" ] }, { "cite": "54 Ark. 216", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1320358 ], "opinion_index": -1, "case_paths": [ "/ark/54/0216-01" ] }, { "cite": "32 Ark. 251", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1877176 ], "opinion_index": -1, "case_paths": [ "/ark/32/0251-01" ] }, { "cite": "58 Ark. 84", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1329129 ], "pin_cites": [ { "page": "460" } ], "opinion_index": -1, "case_paths": [ "/ark/58/0084-01" ] }, { "cite": "67 Ark. 236", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1152532 ], "opinion_index": -1, "case_paths": [ "/ark/67/0236-01" ] }, { "cite": "29 Ark. 511", "category": "reporters:state", "reporter": "Ark.", "opinion_index": -1 }, { "cite": "15 Ga. 197", "category": "reporters:state", "reporter": "Ga.", "case_ids": [ 1378077 ], "opinion_index": -1, "case_paths": [ "/ga/15/0197-01" ] }, { "cite": "13 Ark. 174", "category": "reporters:state", "reporter": "Ark.", "opinion_index": -1 }, { "cite": "55 Ark. 172", "category": "reporters:state", "reporter": "Ark.", "opinion_index": -1 }, { "cite": "57 Ark. 424", "category": "reporters:state", "reporter": "Ark.", "opinion_index": -1 }, { "cite": "55 Ark. 174", "category": "reporters:state", "reporter": "Ark.", "opinion_index": -1 }, { "cite": "70 Ark. 535", "category": "reporters:state", "reporter": "Ark.", "weight": 2, "opinion_index": -1 }, { "cite": "45 Kan. 8", "category": "reporters:state", "reporter": "Kan.", "case_ids": [ 8858582 ], "opinion_index": -1, "case_paths": [ "/kan/45/0008-01" ] }, { "cite": "13 Bush, 67", "category": "reporters:state", "reporter": "Bush", "case_ids": [ 2344862 ], "opinion_index": -1, "case_paths": [ "/ky/76/0067-01" ] }, { "cite": "50 Miss. 344", "category": "reporters:state", "reporter": "Miss.", "case_ids": [ 1673623 ], "opinion_index": -1, "case_paths": [ "/miss/50/0344-01" ] }, { "cite": "37 Wis. 285", "category": "reporters:state", "reporter": "Wis.", "case_ids": [ 8706945 ], "opinion_index": -1, "case_paths": [ "/wis/37/0285-01" ] }, { "cite": "78 Mo. 128", "category": "reporters:state", "reporter": "Mo.", "case_ids": [ 484407 ], "opinion_index": -1, "case_paths": [ "/mo/78/0128-01" ] }, { "cite": "70 Ark. 525", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1509555 ], "opinion_index": 0, "case_paths": [ "/ark/70/0525-01" ] }, { "cite": "1 Humph. 23", "category": "reporters:state", "reporter": "Hum.", "case_ids": [ 8541659 ], "opinion_index": 0, "case_paths": [ "/tenn/20/0023-01" ] }, { "cite": "171 Mass. 423", "category": "reporters:state", "reporter": "Mass.", "case_ids": [ 467561 ], "opinion_index": 0, "case_paths": [ "/mass/171/0423-01" ] }, { "cite": "15 Ga. 197", "category": "reporters:state", "reporter": "Ga.", "case_ids": [ 1378077 ], "opinion_index": 0, "case_paths": [ "/ga/15/0197-01" ] }, { "cite": "55 Ark. 174", "category": "reporters:state", "reporter": "Ark.", "opinion_index": 0 }, { "cite": "37 Wis. 285", "category": "reporters:state", "reporter": "Wis.", "case_ids": [ 8706945 ], "opinion_index": 0, "case_paths": [ "/wis/37/0285-01" ] } ], "analysis": { "cardinality": 534, "char_count": 11223, "ocr_confidence": 0.707, "pagerank": { "raw": 1.7163348157990434e-07, "percentile": 0.7031548943587058 }, "sha256": "ceadcd048b95766d80f7ceaf079b2a1de4cba6f4b465e7451828ed2d9df40448", "simhash": "1:0b030c92f8642edf", "word_count": 1980 }, "last_updated": "2023-07-14T17:37:18.445737+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "Alley v. Bowen-Merrill Company." ], "opinions": [ { "text": "Wood, J.,\n(after stating the facts.) Two questions are presented:\nFirst, is J. I. Alley, the appellant, liable on the contract made by Glitsch, his law partner, without his knowledge or consent ?\nSecond, can the Bowen-Merrill Company bring this suit and maintain it in this State, it being an Ohio corporation, with\u00f3ut filing here its articles of incorporation and appointing an agent ?\n1. Upon the first question the trial court declared the law as follows over defendant\u2019s objection, which was declaration No. 4:\n\u201cIn a partnership for the practice of law the act of one partner in the scope of business of said firm is the act of all, and every responsibility incident to other partnerships in general attaches to legal partnerships, as well as corresponding rights.\u201d\nUpon this point the defendant asked the following declarations, which were refused:\n\u201c (1). That a firm of lawyers is a non-trading partnership, and one member of the firm cannot bind the other without express authority from the other.\u201d\n\u201c(2). It is necessary in this case for the plaintiff to prove that Henry Glitsch had the right to contract for books in the firm name.\u201d\n\u201c(3). It is the duty of persons or firms doing business with a non-trading partnership to know if one member is authorized to bind the other on contracts and commercial paper.\u201d .\n\u201c(5). That a firm of lawyers is a non-trading partnership, and that one partner cannot bind the other, either on commercial paper or on contracts, although the proceeds were used in the business, without express authority from.the other partner.\u201d\nThe court correctly declared the law that the act of one partner in a firm of lawyers in the scope of its business is the act of all.\nIt is generally held that non-trading firms have no power to borrow money and sign negotiable paper, and that one member of such firm has no power to bind the other members by signing the firm name to such paper. Worster v. Forbush, 171 Mass. 423; Smith v. Sloan, 37 Wis. 285; 22 Am. & Eng. Enc. Law, p. 154, note (Lawyers). This is because such transactions are not generally within the legitimate scope of the business of such firms. There is no reason why such firms should not be bound by the acts of their members within the scope of their business. This would be true even in the case of negotiable pager, where it was shown that such paper was executed within the scope of the firm\u2019s business. 1 Bates, Part. \u00a7 343. Mr. Bates, after an exhaustive review'of the authorities on the powers and liabilities of non-trading partnerships, says: \u201cEach partnership must stand largely on the nature of its peculiar business, and no rule of universal application is possible.\u201d This is the correct doctrine, and there is no reason why a firm of lawyers should not be bound by the act of one of its members in buying such law books as may be reasonably necessary for carrying on the business. Such an act is certainly within the scope of the business of such a partnership. It is impossible to practice law successfully in these times without some law books. As Mr. Bates says: \u201cIt is difficult to conceive of a partnership which does not require some purchases to be made in the usual course of its business.\u201d In non-trading firms this is certainly necessary. He instances the case of lawyers purchasing their law books. Miller v. Hines, 15 Ga. 197. See also Crosthwait v. Ross, 1 Humph. 23. The purchase of law books reasonably necessary in the business is a responsibilty and liability incident to a partnership for the -practice of law. And when lawyers come together for that business, they are presumed to repose in one another the trust and confidence necessary to attend to the duty of purchasing law books for the firm, and to clothe each with authority to bind the other.\n2. \u201cThe institution and prosecution of an action is not doing business within the meaning of the act February 16, 1899, and other statutes upon the subject.\u201d Buffalo Zinc & Copper Co. v. Crump, 70 Ark. 525; Railway Company v. Fire Association, 55 Ark. 174.\nAffirm.", "type": "majority", "author": "Wood, J.," } ], "attorneys": [ "Wright Prickett and J. I. Alley, for defendant.", "R. G. Skater, for appellee." ], "corrections": "", "head_matter": "Alley v. Bowen-Merrill Company.\nOpinion delivered June 10, 1905.\n1. Law partnership \u2014 authority oE member. \u2014 The act of one member in a firm of lawyers within the scope of the partnership business is the act of all. (Page 8.)\n2. Same \u2014 authority to buy raw books. \u2014 A member of a partnership for the practice of law is authorized to purchase, in the name of the firm, such law books as are reasonably necessary in the firm\u2019s business. (Page 9.)\n3. Foreign corporation \u2014 doing business in state. \u2014 The institution and prosecution of an action by a foreign corporation is not doing business, within the meaning of the act of February 16, 1899, and other statutes upon the subject. (Page 10.)\nAppeal from Polk Circuit Court.\nJoee D. Conway, Judge.\nAffirmed.\nSTATEMENT BY THE COURT.\nThis is a suit begun in a justice\u2019s court on the 2d day of August, 1902, by Bowen-Merrill Company, a corporation under the laws of Ohio, against Glitsch & Alley, a law firm.\nOmitting the caption, the complaint filled in justice\u2019s court by \u25a0said corporation sets forth the following allegations:\n\u201cThat the said Bowen-Merrill Company is a corporation \u2022organized under the laws of the State of Ohio, and doing business in Indianapolis, in the State of Indiana, with a branch house :at Kansas .City, Mo. That the said defendants, by their said contract in writing, under their said firm name of Glitsch & Alley, \u2022promised to pay to the said plaintiff on the 25th day of June, 1898, the sum of $25 for law books, with interest from maturity \u2022at the rate of 10 per'cent, per annum; that the said defendants, by their written contract, promised to pay to the said plaintiff on the 27th day of October, 1898, the sum of $12 for law books, with 10 per cent, interest from maturity \u2014 copies of which said \u2022contracts are filed herewith, as exhibits A and B, respectively, and asked to be made and taken as a part of this complaint; and the .said plaintiff also files herein a statement, duly verified, of the .amount due and owing by the said defendants to the said plaintiff; and the said plaintiff says that the said defendants, nor either of them, have paid the said sums of money, nor the interest thereon, .and that same is due, etc., and pray for judgment.\u201d\nAt the trial in the justice\u2019s court, in answer to the above \u25a0allegations of plaintiff, J. I. Alley, a member of the former law firm, filed his separate answer, which, aside from caption and ^prayer, reads as follows:\n\u201cAdmits that he was at some time a partner of H. Glitsch in the practice of law, but denies that he, as a member of the firm of Glitsch & Alley, made or signed the contract sued upon; denies that it was done with his knowledge or consent by Glitsch or any one else; denies that it was a part of the partnership business, or that, if Glitsch signed said contract with the firm name, as alleged, he had any right or authority to do so, and [alleges] that same is not binding upon defendant J. I. Alley.\u201d\nDefendant denies that the contract was made as alleged by plaintiff.\nDefendant, further answering, says: \u201cThat the plaintiff corporation herein is a foreign corporation, and that, as such corporation, it has never complied with the laws of Arkansas, and especially with the act of the Legislature approved February 16, 1899, in the filing of a copy of its articles of incorporation with the Secretary of State, and for said reason cannot do business or maintain this suit in this State.\u201d\nFurther answering, defendant says: \u201cThe claim and contract sued on herein is barred by the statute of limitations; the same, if made as alleged, was made more than three years-ago.\u201d Prayer for judgment.\nThe case was tried upon the issues as made by the complaint and answer in the justice\u2019s court, where judgment was in favor of defendant Alley, and the case was appealed to the Polk Circuit Court, where it was tried upon the same issues by the court sitting as a jury, and upon the following agreed statement of facts:\n\u201cI. It is agreed that during 1898 Henry Glitsch and J. I, Alley were partners in the practice of law in Mena, Arkansas, under the style of Glitsch & Alley, and that the partnership-agreement was a verbal one.\n\u201cII. It is further agreed that Henry Glitsch signed the firm name of Glitsch & Alley to a contract for law books of the Bowen-Merill Book Company, and that the order, contract and agreement was made by Henry Glitsch in the firm name and committed to writing.\n\"III. It is agreed that J. I. Alley never gave his consent to nor authorized Henry Glitsch to make this order for books, nor any other order, nor to sign the firm name to the order, nor any other order nor contract, other than the use of his and the firm name in pleadings in court.\n\u201cIV. It is agreed that this suit was begun in the justice\u2019s court of S. H. Smith on August 9, 1902.\n\u201cV. It is agreed that the following is a correct statement of the account:\n1898.\nJuly 15, Shearman & Redfield on Neg................$12 00\nJuly 18, Sackett\u2019s Instructions to Juries............... 6 00\nJuly 18, Underhill\u2019s Criminal Evidence................ 6 00\nOctober 27, Beach on Contracts...................... 12 00\n\u201cVI. It is agreed that the plaintiff, the Bowen-Merrill Company, is a foreign corporation, and that it has not complied with the laws of the State of Arkansas by filing a certificate of articles, etc. (Act of February 16, 1899), with the Secretary of the State of Arkansas.\n\u201cVII. It is further agreed that the defendant, J. I. Alley, never acknowledged this indebtedness, or any liability whatever.\n\u201cVIII. It is agreed that J. I. Alley has been a continuous resident of the State of Arkansas since the making of this contract.\n\u201cIX. That the defendant, Henry Glitsch, in two letters written by him, one to the plaintiff and one to the plaintiff\u2019s attorney, admitted that said books were bought for the use of said firm, and that he, as one of the partners, signed the firm name to the contract for the purchase thereof.\n\u201cX. It is agreed that the contract for the purchase of said books was made outside of this State.\u201d\nThis trial resulted in a verdict in favor of plaintiff, and \u2022 defendant Alley appeals to this court.\nWright Prickett and J. I. Alley, for defendant.\nA member of a non-trading firm has no implied authority to bind the firm by negotiable paper, and the burden is upon the one who seeks to hold the firm liable. 22 Am. & Eng. Enc. Law, 147; 4 Id. 178; 78 Mo. 128; 37 Wis. 285; 50 Miss. 344; 13 Bush, 67; 44 111. 525; 45 Kan. 8. A foreign corporation cannot maintain its suit without filing its articles here. Kirby\u2019s Dig., \u00a7 830; 70 Ark. 535.\nR. G. Skater, for appellee.\nThe institution and prosecution of an action by a foreign corporation is not doing business within the meaning of the statute. 70 Ark. 535; 55 Ark. 174: 57 Ark. 424; 55 Ark. 172. Appellant\u2019s partner had authority to bind the appellant by signing the firm\u2019s name to the note. Bates, Part. \u00a7 \u00a7 327-329, 343 ; 13 Ark. 174; 15 Ga. 197; 31- Ark. 411; 29 Ark. 511. Notice of, and acquiescence in, or taking advantage of, an unauthorized act amounts to ratification. 67 Ark. 236; 1 Bates, Part. \u00a7 \u00a7 266, 315, 322; 58 Ark. 84, 460; 32 Ark. 251; 54 Ark. 216; 55 Ark. 116." }, "file_name": "0004-01", "first_page_order": 26, "last_page_order": 32 }