Mr. Becker came to sell his chametz. “What do you do with all the chametz that you buy?” he asked Rabbi Tzedek.

“I don’t buy any chametz,” Rabbi Tzedek responded with a smile.

“What do you mean?” asked Mr. Becker, perplexed. “There was a whole line of people selling their chametz to you!”

“No one sold their chametz to me,” said Rabbi Tzedek. “They just appointed me as their agent to sell the chametz on Erev Pesach. If you want to see the actual sale of the chametz, come back on Erev Pesach at 11:00 AM when I meet with Mr. John Doe. There will also be two other people, not included in the sale, to serve as witnesses.”

“That sounds interesting,” said Mr. Becker. “I remember when you instructed me to sell part of my pregnant ewe to a gentile to avoid the sanctity of the first-born lamb (bechor). You told me to receive cash payment from the gentile and also have him lead the animal (Y.D. 220:6).”

“The laws are very similar,” said Rabbi Tzedek, “but there’s a difference.”

“What’s different about chametz?” asked Mr. Becker.

“Nothing in principle, but consider the logistics,” said Rabbi Tzedek, “The gentile can’t go around picking up the chametz from hundreds of families! Nor can he make immediate cash payment for the full value of the chametz, which can be worth over $100,000.”

“Then how can you sell him the chametz?” asked Mr. Becker.

“You’ll see when you come,” replied Rabbi Tzedek.

On Erev Pesach, Mr. Becker came at 11:00. Rabbi Tzedek introduced him to Mr. John Doe. “Mr. Becker wants to watch the sale,” he said.

Rabbi Tzedek took out all the sale forms. “These are the people who are selling their chametz and a rough listing of the chametz items they are selling,” he said to Mr. Doe. “The chametz will be sold at its fair value, as determined by a panel of appraisers.

“In addition,” continued Rabbi Tzedek, “the sellers are renting to you all the places where the chametz is, and thereby selling – along with that – the chametz placed there. The fair rental value will also be ascertained by a panel of appraisers. Meanwhile, give me a down payment of $100 for the rental, and the remainder will be extended as a loan, due after Pesach.”

Mr. Doe gave Rabbi Tzedek $100.

“Why do you rent the places?” asked Mr. Becker.

“There are a few reasons,” replied Rabbi Tzedek. “First of all, this way the chametz is not in the Jew’s property (O.C. 448:3). Second, this allows two other possible forms of kinyan (acts of acquisition). When someone buys or rents a property, he can simultaneously acquire moveable property (kinyan agav) along with it. In addition, property that a person owns or that he rented can acquire for him items that are placed there (kinyan chatzer) (Ketzos 194:3; Mishna Berura 448:17).

“Please give me another $100 as a down payment for the chametz,” Rabbi Tzedek said to Mr. Doe. “The remainder will be extended as a loan, due an hour after Pesach is over. I want to emphasize, though, that the sale is absolute, even if you default on the payment.”

Mr. Doe gave Rabbi Tzedek another $100. Rabbi Tzedek then asked Mr. Doe to provide his pen, which Rabbi Tzedek picked up. They shook hands on the deal.

Afterwards, Rabbi Tzedek and Mr. Doe signed a detailed contract confirming the sale of the chametz and rental of the locations. Rabbi Tzedek handed Mr. Doe all the documents before the witnesses, acknowledging that everything was rented and sold to him (odisa) (Ketzos 194:4).

“I recognize the pen as a kinyan sudar,” said Mr. Becker. “But since when does a contract serve as a means of transaction for moveable property like chametz?”

“Halacha recognizes any means of transaction that the common commercial practice uses to consummate binding transactions, in addition to the acts of kinyan delineated in Shulchan Aruch,” replied Rabbi Tzedek. “This is called situmta, and may include a handshake and legal contracts nowadays (C.M. 201:1-2; Mishna Berura 448:19).”

“Why is it necessary to make so many forms of acquisition?” asked Mr. Becker.

“There are questions about each form of kinyan,” said Rabbi Tzedek. “Since it is not logistically possible for the gentile to actually take the chametz, by doing many alternate forms of kinyan, we strengthen the sale (Aruch Hashulchan 448:28).”

My company shipped $10,000 worth of merchandise to a customer. We sent numerous invoices, but he did not pay his bill. My partner, Chaim, tracked him down and told him that if he pays $5,000, we will forgive the remainder of the bill. When I heard about their agreement, I called the customer and told him that I expect the remainder to be repaid, as I had never agreed to forgive half the debt. He responded that Chaim forgave half the loan, and he is not obligated to pay the other $5,000.

Q: Who is correct?

A: The essential issue is whether one partner has the right to forgo money that is owed to the partnership. In the case of an agent, the halacha (C.M. 182:3) is clear: generally, if an agent makes even the slightest of errors, his agency is suspended. Any transactions then performed would be invalid, since the principal authorized the agent to act for his benefit - not to his detriment. However, in the event that the principal stated that he is authorizing the agent to act on his behalf, whether to his benefit or his detriment, all transactions are binding unless the agent was negligent or intentionally damaged the interest of the principal (Sema ibid 7 and Taz).

Halachically, a partner is considered an agent of the partnership. There are differing opinions on whether he is considered an agent whose errors nullify his agency or not. One approach is that he is categorized as an agent who is authorized to act for the partnership for the benefit or detriment of the partnership. The rationale is that each partner needs to have that autonomy in order to function on a daily basis. Although detrimental decisions would be binding, the agent who made those decisions is obligated to reimburse the other partner for the loss that he suffered (Shach 77:19, see also Nesivos 176:48).

Others disagree and maintain that a partner does not have the authority to forgo money that is owed to the partnership or make other damaging decisions. However, when forgoing money is beneficial to the partnership, one partner can make the decision to do so. For example, if it is necessary to make a compromise in order to collect money that is owed, one partner may negotiate that deal, even though it means that the partnership will not collect all of the owed money (Tumim 77:9, Nesivos 77:8, Sha’ar Mishpat 77:4, Haghos Imrei Baruch).

In light of the above, it would seem that all opinions agree that Chaim’s compromise is binding, since he acted in the interest of the partnership to assure collection of at least half of the money. However, there are some who maintain that there is an expectation that, when possible, partners will communicate before making decisions that compromise the interests of the partnership. Accordingly, since it is easy nowadays for people to communicate even across great distances, Chaim should have called you to confirm your agreement to the compromise. If he was negligent in this regard, the compromise agreement is not binding (Tumim 77:9). However, according to the first opinion, it is binding and Chaim must reimburse you for your portion. Being that the issue is subject to debate, all parties should reach a compromise.

Q: A neighbor asked to leave a small desk in my driveway for the day. It suddenly began raining, and the desk got ruined in the rain. Am I responsible for the desk?
A: A guardian only becomes responsible for an item if he accepts responsibility for it. This does not require any formal declaration, though, and it suffices to say, "Leave it with me," or "I'll take care of it." However, simply saying, "Put it down," is not necessarily understood as accepting responsibility, unless circumstances clearly indicate so, e.g. if the owner is going far away (C.M. 291:2; SM"A 291:5).
Similarly, allowing a neighbor to place an item in your yard or driveway does not indicate acceptance of responsibility for it, unless your language indicates so. Some say, however, that giving permission to leave something in your house is considered as accepting responsibility for it (291:3; Shach 291:8-9).
Therefore, if you allowed the neighbor to leave the desk in the driveway, but did not indicate that you accept responsibility for it, you are not responsible. [You should have made an effort to protect the desk from the rain, however, as a form of hashavas aveidah (259:9).]