with the profits thereof, shall be divided between the said parties, their executors, administrators, and assigns, in the proportions first above mentioned, to wit: one-third to each and every one of the parties hereto.

And it is further agreed, by and between the parties to this agreement, that, during the term hereof, no one of the parties hereto shall pledge his individual liability for or on behalf of any person or matter beyond the business of this copartnership.

In witness whereof, the parties to these presents have hereunto set their hands and seals, the day and year first above written. Signed, sealed, and delivered WILLIAM RICHARDS. [L. 8.] in presence of

JOHN DEAN.
JAMES BROWN.

[L. S.]

[L. 8.]

Certificate of Limited Partnership, in accordance with the said

Act.

This is to certify, to all to whom these presents shall come, that we, whose names are hereunto severally subscribed, have entered into a limited partnership, within the state of California, under, and by virtue of an act of the legislature of said state (and the supplements thereto), passed the fourth day of April, A. D. 1850, entitled, "An Act to authorize the formation of Limited Partnerships," upon the terms and liabilities hereinafter set forth, to

wit:

1. The said partnership is to be conducted under the name and style of Richards & Dean.

2. The names of the general partners in the said firm are William Richards and John Dean, both residents of the city of San Francisco, state of California, and the special partner is James Brown, of the city of Sacramento, state aforesaid.

3. The said special partner, James Brown, has contributed to the capital stock of said firm the sum of twenty thousand dollars. 4. The general nature of the business to be transacted by the said firm is the manufacturing, purchasing, and selling native California wines.

5. The said partnership is to commence immediately at and after the signing of this certificate, and is to terminate on the thirty-first day of December, A. D. one thousand eight hundred and sixty-two.

Made and severally signed by the said partners, at the city of San Francisco, the first day of January, A. D. one thousand eight hundred and fifty-nine. WILLIAM RICHARDS. JOHN DEAN. JAMES BROWN.

[Acknowledged by all the partners in due form.]

Affidavit of Publication on Foregoing Certificate.

City and County of San Francisco, ss:

John Pope, being duly sworn, says, that he is a printer [or, publisher, or, clerk, &c.], of the San Francisco Builder-a daily newspaper, printed and published in the city and county of San Francisco and that the annexed certificate has been published in said paper daily for three successive weeks, commencing on the 2d day of January, 1859, and ending this 23d day of January, 1859. JOHN POPE.

Sworn before me, January 23, 1859,
CHAS. HALSEY, Notary Public.

CHAPTER XXXIII.

POWER OF ATTORNEY.

A POWER of attorney, or as it is sometimes called, a letter of attorney, is an instrument in writing, by one person who is called the principal, authorizing another who is called his attorney-in-fact, to perform some act for or instead, and in the name of the principal.

When it authorizes any act affecting real estate or any act which if done by the principal would require seal, the power should be under seal.

The authority may be general, to transact all the business of the principal, or special, to do some particular act.

If the attorney exceeds his authority the principal is not bound by his act; but the authority delegated to him is supposed to include all the necessary means of carrying it into effect.

When the attorney performs an act for his principal it must be done in the name of the principal, and all instruments must be so expressed, and must be signed in the name of the principal by the attorney.

A power of attorney to convey real estate, or to execute any conveyance affecting real estate, must be acknowledged or proved, certified and recorded, the same as a deed. See chapter on DEEDS and ACKNOWLEDGMENTS. To revoke such a power of attorney, the deed of revocation must be deposited for record in the same office in which the power of attorney is recorded.'

A power may be revoked at the sole pleasure of the principal, except where the attorney or some third party has an interest in the subject matter.

Under the statutes of California regulating the execution of instruments by married women, it is questionable whether they

1 Wood's Dig. art. 364, 365, 2993.

can authorize an attorney to convey their separate estate. See DEED, ACKNOWLEDGMENTS, and HUSBAND AND WIFE.

The power of attorney may contain authority to the attorney to appoint a substitute; and such substitute if appointed must act in the name of the principal.

JUDICIAL DECISIONS.

General words in powers of attorney are limited and controlled by particular terms and designations.'

A deed not executed in pursuance of a power, does not pass any title to the grantee, and as between the attorney and the grantee is a nullity. A power to "sell and convey" property is special, and must be strictly pursued; no presumption of a ratification of an alleged sale under a power can be indulged, unless knowledge of the alleged sale, with its attendant circumstances, is brought home to the grantee of the power."

A general ratification of all the acts of an attorney does not include acts not within the scope of his power. The principal who ratifies, must know the character of the acts to be ratified: otherwise the ratification is void.

The principal is not bound to notice recorded conveyances executed in his name by his attorney, not authorized by the power.'

Where authority to perform specific acts is given by a power of attorney, and general words are also employed, such words are limited to the particular acts authorized. A power to sell real estate must be so expressly stated.'

OREGON AND WASHINGTON.

In Oregon the statute provides for recording powers of attorney and revocations, in the same terms as the California statute.

There seems to be no statutory provisions in Washington Territory upon the subject of powers of attorney.

FORMS.

Power of Attorney-short Form.

I, A. B., hereby appoint and constitute C. D. my attorney in fact, in my name, place and stead, to [here state what the attorney is authorized to do with full power to said C. D., as my attorney to do every thing I could in the premises, if personally present. Witness my hand and seal this 1st day of May, 1859. A. B. [L. S.]

Another Form.

I hereby authorize A. B. as my attorney in fact, to sell and transfer for me and in my name, my interest in the grist-mill in Santa Clara county, located on the Guadalupe River, with the lease of the land, to whom, and on such terms as he deems best; and by such instrument or means, as may be agreed on between him and any other parties. GEORGE BURR. August 5th, 1858.

Power to Collect.

Know all men by these presents: That I, A. B., of the county of Fresno, state of California, have made, constituted, and appointed, and by these presents do make, constitute, and appoint C. D. of Sacramento, true and lawful attorney, for me and in my name, place and stead, to demand, ask for, receive, and recover, all and singular, such sum or sums of money, goods, wares, merchandise debts, dues, choses in action, and effects whatsoever as are now due, payable, belonging, or coming unto me from any person or persons, or body or bodies corporate whatsoever, giving and granting authority to sue therefor, in part or in whole, and sue unto final judgment and execution any process or suit, as he may deem expedient for the recovery of the same, with power to sign one or more sufficient undertakings, if by law required.

pur

And my person to represent in any court or courts of law, and there to plead for or retain counsel for that purpose, to submit to arbitration or to compound the same, and to execute good and sufficient receipts and acquittances therefor, and the same to continue in force unless otherwise revoked.

Giving and granting unto my said attorney full power and authority to do and perform all and every act and thing whatsoever, requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my said attorney, or his substitute, shall lawfully do or cause to be done by virtue hereof.