
    T. B. OAKLEY v. L. G. MORROW and G. E. MOORE, Partners, Trading as L. G. Morrow & Co.
    (Filed 2 October, 1918.)
    Partnership — Principal and Agent — Contracts—Intent—Estoppel.
    Where the partnership relation of a firm for a certain year has been established (see Machine Go. v. Morrow, 174 N. C., 198), the acts of one of the partners during that term, within the scope and exegencies of the current business, is binding upon the other; and where labor has accordingly been done for the partnership and money lent thereto by an employee, under agreement with the partner in charge of the business, the existing contract of partnership will control, and the mere knowledge of such employee at the time that the other partner intended to withdraw from the firm, without any element of estoppel, will not release the partner so intending from liability.
    ActioN tried before Whedbee, J., and a jury, at August Term, 1918, of Pitt.
    The action was to recover $1,700, claimed by defendant for services rendered and money advanced to tbe firm of 1. G. Morrow & Co., conducting a tobacco warehouse business at Farmville, N. C., in 1914; plaintiff contending that said firm at the time was composed of L. G. Morrow and G. E. Moore.
    There was denial of liability on the part of defendant Moore, said defendant contending that he was not a partner in said firm and in no way responsible for the claim.
    On issues submitted, the jury rendered the following verdict :
    1. Were the defendants, L. G. Morrow and G. E. Moore, during the year 1914, partners, doing a general tobacco warehouse business in the town of Farmville under the firm name of L. G. Morrow & Co., as alleged? Answer: Yes.
    
      2. If so, was tbe defendant G. E. Moore, at tbe time of tbe making of tbe account in controversy, a partner of tbe firm of L. G. Morrow &.Co. ? Answer: Yes.
    3. Is tbe defendant G. E. Moore, as a partner of L. G. Morrow & Go., indebted to tbe plaintiff, and, if so, in wbat amount? Answer: Yes; $1,669.07, witb interest from 22 December, 1915.
    Judgment on tbe verdict, and defendant G. E. Moore excepted and appealed.
    
      F. G. J ames & Son for plaintiff.
    
    
      Albion Bunn for defendant.
    
   Hoke, J.

There was evidence tending to sbow tbat in 1914 Morrow & Moore, a firm, composed of L. G. Morrow and G. E. Moore, undertook to ' dissolve tbe partnership between them, and entered into a written agree-' meat, signed by both of tbe parties, reciting among other things tbat “Tbe said L. G. Morrow and G. E. Moore do hereby covenant one witb another that they will be bound by tbe following terms, agreements, and stipulations, so far as tbe same affects any existing relationship between them.”

Construing this contract, in Machine Co. v. Morrow, 174 N. C., 198, tbe Court held tbat its force and effect was to constitute a partnership between these persons for tbe year 1914, and, this being true, bis Honor correctly held tbat tbe defendant Moore, as a member, was liable for plaintiff’s claim for services to tbe firm and money lent them during said year in promotion and within tbe scope and exigency of its current business. Farmer et al. v. Head & Co., 175 N. C., 273; George on Partnerships, p. 97.

Tbe evidence offered by defendant Moore in opposition to tbe recovery, and which was disregarded in tbe court below, amounts only to this, that it was tbe desire and intent on tbe part of said defendant to withdraw from tbe firm, but, having entered into a binding written agreement tbat fixed his relationship and status to be tbat of partner for one year longer, tbe intent and meaning as expressed in tbe terms of tbe written agreement while it remains in force must control tbe rights and liabilities of tbe parties, as presented in this record, and may not be varied by tbe intent or understanding of one of them. Walker v. Venters, 148 N. C., 388; 10 R. C. L., title, Evidence, secs. 210-211, p. 1019. Nor is tbe position affected by tbe testimony on tbe part of defendant tending to sbow tbat plaintiff was aware of the purpose of defendant Moore to withdraw from tbe firm. Tbe decision construing tbe contract having declared defendant Moore a general partner, having an interest in its business and entitled to share in its profits, and conferring on L. G. Morrow, tbe managing partner, full power to make the contract, the defendant is liable during'the period covered by the agreement for all contracts made by Mm within the ordinary and usual scope of the partnership business and in furtherance of its interests. The contract in question here was for labor performed and money lent to the firm during the year to enable it to carry on its ordinary business, and, in the absence of any facts or circumstances creating an estoppel, defendant is liable by reason of his position as member of the firm, and whether plaintiff knew of his effort and purpose to withdraw or not. Johnston, etc., v. Bernheim, 86 N. C., 339.

The case of Sladen v. Lance, 151 N. C., 492, is not opposed, but in direct recognition of the principle. That was the case of a partnership which, by its terms, imposed special restrictions on the power of the partner who made the contract, and it was held that a creditor selling to the firm with knowledge of these restrictions was bound by them; but in our case, as stated, the defendant is a general partner; the contracts were made with a member having full powers, and the firm has received full consideration.

There'is no error, and judgment for plaintiff must be affirmed.

No error.  