Fairchild v. Ferguson

Fairchild v. Ferguson

Because the evidence established that the managing partner had authority and that all parties intended the Otter Tail Lumber Company to be bound, and the form of the note ('we promise' and firm designation) was sufficient to show it as the company's obligation, the partners were liable on the promissory note.

Citation
(1892) 21 SCR 484
Parties
Appellants/defendants: F. A. Fairchild and others; Respondents/plaintiffs: Ferguson & Nolan
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
13 December 1892
Procedural Posture
Contract (promissory Note / Negotiable Instrument) / Appeal to the Supreme Court of Canada From the Supreme Court of the North West Territories
Outcome
Appeal dismissed; judgment for respondents affirmed; appellants liable on the promissory note.
Legal Topics
Promissory Note, Authority of Managing Partner, Liability of Partners, Agency by Ostensible Authority, Assignment/endorsement
Source Language
English
Contract Negotiable Instruments Partnership Agency Promissory Note Authority of Managing Partner Liability of Partners Agency by Ostensible Authority +1 more

Case Brief

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Parties

F. A. Fairchild and others

Appellants/defendants

Ferguson & Nolan

Respondents/plaintiffs

Procedural Posture

Contract (promissory Note / Negotiable Instrument) / Appeal to the Supreme Court of Canada From the Supreme Court of the North West Territories

Legal Issues

  1. 1 Whether a promissory note signed by a managing partner in his own name but with a firm designation binds the partnership
  2. 2 Whether words of description (e.g. 'Manager Otter Tail L. Co.') defeat partnership liability
  3. 3 Whether extrinsic evidence of the parties' intention is admissible to identify the true principal on a negotiable instrument

Ratio Decidendi

Because the evidence established that the managing partner had authority and that all parties intended the Otter Tail Lumber Company to be bound, and the form of the note ('we promise' and firm designation) was sufficient to show it as the company's obligation, the partners were liable on the promissory note.

Court Disposition

Appeal dismissed; judgment for respondents affirmed; appellants liable on the promissory note.

Orders

  • Appeal dismissed with costs
  • Judgment against appellants on the promissory note affirmed