
    Alanson Lyon and another vs. Reuben Johnson and another.
    FAIRFIELD COUNTY,
    FEBRUARY TERM, 1859.
    Present, Stores, C. J., Hinman, Ellsworth, Sanford and Butler, Js.
    The defendants had been partners previous to March, 1857. at which time they dissolved partnership and advertised the dissolution in a newspaper published in the town where they had done business. The business was continued by one of the partners, who, iu the fall of 1857, bought coal of the plaintiffs, which the latter sold with no knowledge of the dissolution and on the credit of the partnership. The plaintiffs had sold coal in one instance to the defendants before the dissolution, which was the only dealing that they had had with them, but the defendants hp.d been regular customers of a firm which sold coal at the same place, and to which the plaintiffs had succeeded, the former firm having consisted of one of the plaintiffs and one A, and the present firm of the same plaintiff and one B, who had for some years been a clerk of the former firm. Held, that the plaintiffs were to be regarded as having had “ former dealings ” with the defendants, and that they could be affected only by actual notice of the dissolution.
    Held also, that the lapse of time between the dissolution and the purchase of the. coal—the fact that the plaintiffs were doing business in the same town with the defendants—and the fact that an advertisement of the plaintiffs stood next to the advertisement of the dissolution in the newspaper—although to be considered in determining whether the plaintiffs had actual notice, were of no avail in law against the fact that they had no actual knowledge of the dissolution.
    [ *2 ] ^Assumpsit, for coal sold to the defendants as partners. It was claimed in defense that the partnership between tbe defendants bad been previously dissolved and sufficient notice of the dissolution given.
    The defendants, Johnson and Signor, previous to the 9th day of March, 1857, had been in partnership in the town of Dan-bury, under the name of R. Johnson & Co., and as such partners had, in the fall of 1856, purchased coal of the plaintiffs, who also did business in Danbury as partners under the name of Lvon & Burr. On the 9th day of March, 1857, the firm was dissolved, and the business was thereafter carried on by Signor alone. Notice of the dissolution was published for three successive weeks in the Danbury Times, a weekly paper published in Danbury, but no other notice was given to the plaintiffs. In the fall of 1857, Signor bought a quantity of coal of the plaintiffs, which they sold and delivered upon the credit of tbe firm of R. Johnson & Co., and in the belief that he bought it for that firm. The advertisement of the dissolution of the partnership of the defendants was inserted in the newspaper next after an advertisement of the plaintiffs, but the plaintiffs did not take the paper, and had not seen the notice of the dissolution and had no knowledge that the partnership was dissolved. The sale of coal by the plaintiffs to the defendants in 1856, was the only previous dealing of the firm of Lyon & Burr with the defendants, but for some years before the defendants had bought coal of the firm of Lyon & Bates, a firm of which the plaintiff Lyon was a member, and which was dissolved in the summer of 1856, Bates retiring from the business, and Lyon forming a new partnership with Burr, who had been a clerk of Lyon & Bates, and the new firm taking and continuing the business of the former firm.
    The case was tried in the superior court, on an issue closed to the court. The court specially found the above facts and rendered judgment thereon for the plaintiffs. The defendants thereupon filed a motion in error and brought the record before this court for revision.
    [ 3* ] * Ferry, for the plaintiffs in error,
    contended that the notice of the dissolution was sufficient as to the plaintiffs, who were not to be regarded- as. standing in the position of “former dealers” with the firm;- that by that term in the reported, cases and in the elementary books is meant those who have been in. the habit of dealing with the firm, and not those who have merely in a single instance had such dealing; -that this is the very language used by Kent in his Commentaries in speaking of the law with regard' to notice of the dissolution of a partnership; (3 Kent’s Com., 67;) that it was no objection that it would be difficult to draw the line between a single transaction and a hábit of dealing, since it would be a question of fact for the jury to determine upon the circumstances of 'the case; and that the plaintiffs were not to be regarded as in the habit of dealing with the defendants, because of the dealings of the former firm of Lyon <fc Bates with the defendants, as that firm was distinct from the present one.
    
      Ace rill and Brewster, for the defendants in .error,
    contended that the plaintiffs were to be regarded as previous dealers with the defendants, it being enough that they had had such business relations with them that a credit was fairly given to the partnership ; that upon such a question the fact that the plaintiffs were the successors in business of the firm of Lyon & Bates, who had been regular dealers with the defendants, and of which firm one of the present firm was á member, was entitled to great weight; that where such a relation exists, actual notice of the dissolution of a partnership is necessary ; and that the facts found with regard to the advertisement of the notice, the vicinity of the plaintiffs, the lapse of time, &c., while proper evidence to be considered upon the question whether actual notice had been given, were of no legal effect against the fact that the plaintiff's had no actual knowledge of the dissolution : citing Vernon v. Manhattan Company, 22. Wend., 192; Wardwell v. Haight, 2 Barb., 549; Lansing v. Gaine, 2 Johns., 300; Prentiss v. Sinclair, 5 Verm., 149; Mowatt v. *Howland, [ *4 ] 3 Day, 355; 2 Phill. Ev., 780; Parsons on Cont., 144, note.
    
   But lee, J.

There is no error in the judgment of the court below, and this will be apparent from a brief statement of the principles applicable to the case.

By the constitution of a general partnership and as one of the elements of it, each partner is vested by his copartners with power to contract for, and bind the firm, within the scope of the partnership business. Each is constituted the agent of all, and each is responsible for the acts of all.

Once existing and publicly known to exist, the con'tinuance of the connection will be presumed by the public till the contrary appears. If a dissolution takes place by operation of law, as by death or bankruptcy, no notice is required. The operations of law have a notoriety which all are bound to regard. But a dissolution by limitation, or the voluntary and mutual assent of the partners, is a matter of private arrangement, which cannot be presumed to be known to others unless they are informed of it. Until such information is given, actually or constructively, therefore, the continuance of the connection, and of the powers and liabilities of each partner, may well be presumed by every one who has occasion to deal with either on' account of the firm.

It follows upon the principles of justice and policy, and in conformity with the perfectly well settled rule of law, that, upon such a dissolution of the partnership, a retiring partner who wishes to do justice to others and terminate his own responsibility, is under obligation to give information of the fact to all who have dealt or are dealing with the firm, and to the public at large, with whom new attempts to deal may be made. It is equally clear that the notice so given by a retiring partner should be coextensive with the obligation assumed and as particular and specific as can be reasonably required of him under the circumstances of the case. He knows or may know who the persons are who have dealt with the firm, and he can, without unreasonable effort, give each of them actual notice, and [ *5 J therefore the law requires that he *should do so. He can not, without more effort or expense than can reasonably be demanded of him, give actual notice to every other member of the public ; and therefore the law does not require it; but it does require him to discharge his obligation if he would terminate his liability, and to give some, and reasonable notice, to the public at large. Ordinarily a publication in one of the newspapers published in the place or county where the partnership business was conducted as it is the customary mode of giving such information, will, as to all who have not had previous dealings with the firm, be deemed sufficient.

That is the least that can be required of him in an ordinary case in. respect to the public, and even that may not in all cases be sufficient, and whether it be or not will depend on the circumstances of the particular case.

But in relaxing the rule as applicable to those who have not dealt with the firm, and considering a general notice, operating as a constructive notice, to be sufficient as to them, because of the difficulty of giving actual notice to every body, the courts have not intended to relax, and have not relaxed, the rule in respect to those who have dealt with the firm. As to them, there is no reason for such relaxation, and a publication is never sufficient, unless indeed it can be shown that the publication was seen by them, and therefore that they in fact had actual knowledge.

In this case the dissolution of the firm of R. Johnson & Co., was voluntary and not by operation of law. The plaintiffs had previously dealt with the firm, and, upon the facts found, they may well be considered as regular dealers. No actual notice of the dissolution was given them, and it is found that they had no actual knowledge of it.

The publication, unless it came to their knowledge, was not as to them sufficient. The character of their previous dealing and the circumstances attending the publication of the notice, including the contiguity of the advertisements, were proper matters of evidence to be taken into consideration by the court in connection with the other evidence in the case, upon the question whether the plaintiffs actually *knew of the [ *6 ] dissolution or not. Doubtless the court so considered them. But having found that no actual notice was given to the plaintiffs, and that they did not see the publication, and had no actual knowledge of the dissolution, and that there had been previous dealing between the parties, the court correctly rendered judgment for the plaintiffs.

The judgment of the superior court is therefore affirmed.

In this opinion the other judges concurred.

Judgment affirmed.  