Theo, a member of TGI partnership, withdrew from the partnership and duly notified
the other members. The firm was an at-will partnership and the parties parted amicably,
posting a notice in the local newspaper of the dissolution of their firm. Cosmo, a
customer who had conducted business with Theo several times, did not see the
newspaper notice and was not informed of the dissolution. Later, Theo approached
Cosmo concerning a transaction similar to those Cosmo had engaged in before with
Theo acting on behalf of TGI. Cosmo placed an order, gave a substantial down payment
to Theo, and received a receipt on TGI stationery from him. Theo thereafter absconded
with the down payment, and TGI failed to honor the contract. Cosmo sued the other
members of TGI partnership. Discuss their potential liability.
A person who makes a promise is the promisor, while a person to whom the promise is
made is the promisee.
A warehouse receipt is not considered a document of title.