dissenting:
Since all questions of fact must be regarded as settled against appellants by the Appellate Court’s affirmance of the judgment of the circuit court, it must be regarded as conclusively determined that the partnership of Dainty & Grindell was dissolved before the draft in question was drawn, and that Grindell had no authority to draw it in the firm name. Therefore it was, in fact, not the draft of Dainty & Grindell. The appellees had a right to stand upon' their contract. If its terms bound them, they were bound; otherwise they were not bound. The only count in the declaration on which a recovery could be claimed was the first, which alleged that Dainty & Grindell drew a draft on appellees for $3300, which appellants cashed and which appellees refused to pay. The contract which is claimed to make appellees liable for the payment of the draft is set out in the count, and is a letter addressed to appellants, signed by appellees, and consisting of a single sentence: “We will honor drafts drawn by Dainty & Grindell, drawn' on us for horses, until further notice.” By the terms of the letter appellees were bound to pay only drafts drawn by Dainty & Grindell, and only such drafts drawn by them as were drawn for horses. Appellants, in discounting the drafts; were bound to ascertain, at their peril, that such drafts were within the terms of the letter. They were bound to know, not only that the drafts were drawn for horses, but that they were drawn by Dainty & Grindell. In fact, the draft in controversy was not drawn by Dainty & Grindell. The fact that the appellants were deceived into thinking it was so drawn, and that both Dainty and Grindell may be liable to them for the dishonor of the draft, does not authorize holding appellees to a contract into which they have not entered.
Many authorities are cited by appellants’ counsel to the proposition that upon the dissolution of a partnership the power of each partner to bind the others continues as to persons who have had dealings with the partnership until they have received actual notice of the dissolution. This is undoubtedly true, but is not applicable here because the question is not whether the signature, “Dainty & Grindell,” made by Grindell without authority, binds Dainty, but whether it binds appellees. The latter agreed to pay drafts actually drawn by Dainty & Grindell,—not drafts which appellants might have good reason to believe were drawn by Dainty & Grindell. Even if appellees had notice of the dissolution of the firm they were under no obligation to notify appellants. (Byers & Co. v. Hickman & Co. 112 Iowa, 451; Burch v. DeRivera, 53 Hun, 367.) They had stated the terms upon which they would honor drafts, and unless those precise terms were complied with by the production of a draft drawn by the designated parties, they could not be held liable upon their specific agreement. First Nat. Bank of Lacon v. Bensley, 2 Fed. Rep. 609.
Moreover, this action is brought upon a draft for $3300, which it is alleged appellees agreed to accept. There is no basis for a recovery upon a quantum meruit or quantum valebat. The, appellees either agreed to accept this particular draft or they did not. There is evidence tending to prove, and it must be presumed that the court found, that Grindell bought the horses for $2300 but that the draft was drawn for $3300. This was probably a mistake; but can it be said that appellees’ agreement to honor drafts drawn for horses required them to honor this draft for $3300 not drawn for horses? They stated in their letter the precise terms on which they would honor drafts. A compliance with those terms was essential, and appellants, in discounting the draft, took upon themselves the risk of being within those terms. (Burke v. Utah Nat. Bank, 47 Neb. 247.) Appellees’ agreement was to honor drafts. If appellants recover, it must be upon a draft. They have declared upon a draft for $3300. There is no evidence tending to prove authority to draw such a draft or obligation on the part of appellees to honor it. In my opinion the judgment should be affirmed.