Borrowstounness Canal Company v. Macalpine, Fleming, and Company
Date: 13 June 1791 Case No. No. 19.
Click here to view a pdf copy of this documet : PDF Copy
Fleming, Brown, Macalpine, and others, formed in 1774 a copartnery for a manufacture of printed linens on Leven side, under the firm of Macalpine, Fleming, and Company, of which Macalpine was the book-keeper and acting partner, residing at the place of the manufacture, while the rest lived elsewhere, and had other occupations. In 1783, Addison, correspondent of the Company at Borrowstounness, subscribed in their name for two shares, of £.50 each, in the Borrowstounness canal navigation; and, in the act of Parliament soon after obtained for increasing the capital of that society, the names of Macalpine, Fleming, and Company, were inserted among the proprietors. Addison likewise attended as their proxy the several meetings of the proprietors, and two calls of ten per cent. of their subscribed stock were paid in to the Borrowstounness Canal Company, and receipts taken in the name of Macalpine, Fleming, and Company, in whose books these payments were entered by Macalpine. The partners of the Company of Macalpine, Fleming, and Company, came to a resolution to dissolve the copartnery, which was accordingly done on the 24th November, 1784; but no intimation thereof was given to the Canal Company, who soon after pursued the Company, as if still existing, for the remainder of their subscribed stock. The individual partners urged in defence, That they never had empowered Macalpine to subscribe to the canal navigation, and that they knew nothing of the matter; that he had taken this liberty at his own hand, and was alone responsible. The Lords were of opinion, That an acting partner had power to bind the society in all matters of ordinary administration; and although this adventure might be considered as not strictly falling under that description, yet, in the circumstances of the case, the consent of the partners was to be presumed; and therefore found that the whole were bound. See Appendix.
