Page:Harvard Law Review Volume 8.djvu/325

309 LEASE OF RAILROAD. 309 violation of a minority's right is a custom and a public policy, but whether the transfer is a performance of the contract, or a violation of it. While all can unmake or alter the agreement which all make to carry on the business as principals, all cannot perform it by putting D as principal in their stead for ninety-nine years ; and a change that is not performance when made by all, is not perform- ance when made by a majority. If the partners accept an act of incorporation containing the substance of their partnership articles, and convey their part- nership property, from themselves unincorporated, to themselves incorporated, the authority of B and C over A's share of the farm is not increased, and their case is not altered in any particular that affects the validity of a lease for ninety-nine years made by a majority against the objection of a minority. As owners of farm- shares, B and C have a right of sale as a part of a process of cor- porate dissolution (whether with or without judicial proceedings we need not now inquire). This right of sale is not given them by their agency in carrying on A's farm (No. i). Their corporate power to bind A by a lease of Farm No. 2 for ninety-nine years, like their authority to bind him by a lease of No. i, is a question of agency. In 1804, thirty-one persons, including the two plaintiffs, became partners in the publication of the " British Pr^ss " and " Globe " newspapers, and agreed that the business should be managed by a committee, chosen quarterly, and that the resolutions of the ma- jority of the partners present at all general meetings should be binding on all. In 1807, the partnership "having been for some time a losing concern," the whole property was sold in pursuance of a resolution passed at a general meeting. The plaintiffs dis- sented. All, " except the plaintiffs, acceded to the sale, and re- ceived their shares of the purchase-money." It was held that the majority could not sell the whole property ; and the decree of the Master of the Rolls against the purchasers for an account of the profits made and the losses incurred after the sale, was affirmed, on appeal, by Eldon.^ The agreement that a committee should manage the business was held, not to mean that the committee could transfer it to another principal by a sale. The agreement that the resolutions of the majority should be binding on all was held 1 Chappie V. Cadell, Jacob, 537. Compare the opinion of the same Judge in the leading case of Natusch v. Irving, Gow on Partnership, App. 398, ed. 3. See also Const. V. Harris, Turn. & R. 496 ; 2 Lindley, Partnership, 600-604.