Page:Harvard Law Review Volume 8.djvu/326

310 to mean resolutions as to the transaction, and not a transfer, of the business. If the agreement had been to engage in the purchase and sale of newspaper establishments, the sale of the " Press " and " Globe " by the majority would have been valid without the express stipulation as to the power of the majority. The sale that would have been an act in execution of a contract to carry on the business of buying and selling newspaper establishments, was held not to be performance of the contract to carry on the business of publishing the "Press" and " Globe." When the firm had published those papers for some time at a loss, and nearly all voted for a sale, it is not improbable that the condition of the business was such that, on a bill in equity, the law would have dissolved the firm, and would have wound up its affairs by selling its property, paying its debts, and dividing the residue of assets among the partners; and if the work of winding up would be as well and as safely done by the majority as by the law, there may be a question whether equity would interpose an injunction. But if the contract to carry on the partnership business of publishing the "Press" and " Globe" included an implied stipulation that the firm might be wound up by a majority, there was no inference of an agreement that a majority might make a lease of all the partnership property for ninety-nine years. By such a lease, the firm would neither carry on its business nor wind itself up. It is said that if partners intend the majority shall have power to wind tip or sell the whole concern, the authority must be expressly given; for it cannot be inferred from the general language of a provision authorizing the majority to direct and regulate the concerns of the partnership.' "Although general powers of management necessarily include power to sell in the ordinary course of business, such powers do not authorize sales of an unusual description, e. g., a sale of the business of the company." 2 If a sale of the whole business, by a majority, for the purpose of winding up, is an exception to this rule, the exception does not include a lease by which the firm is neither wound up, nor allowed, for ninety-nine years, to do the work it agreed to do.