answerable for all such acts done by any of the partners. The partners, therefore, by these clauses, contract to give up, as between themselves, such powers over the partnership effects, as may be exercised to the prejudice of the partnership. There is, however, no remedy at law to enforce these clauses, unless a clause be added of debiting the transgressing partner in account with the fruits of his own misconduct, according to clause No. 9, in page 104.

5. That neither of the said partners shall, without the consent in writing of the others of them, employ any of the monies, goods, or effects, of the said partnership.

6. Nor engage the credit thereof, except upon account, or for the benefit, of the said partnership.

7. That neither of the said partners shall buy, or engage in any contract for any goods, or other article whatsoever, exceeding the value of 7. without the consent in writing of the others of them.

8. That neither of the said partners shall transact any 9. business, Nor enter into any contract or agreement with, 10. Nor give credit to any person or persons; nor lend or

advance any sum or sums of money out of the said partnership funds to any person or persons, after he shall be requested by the others of the said partners not to

do so.

11. And that neither of the said partners, without the consent of the others of them, shall compound, release, or discharge, any debt or debts which shall be due or owing to the said partnership, without receiving the full 12 amount thereof; Nor sign any bankrupt's certificate,

letter of license, or other instrument, whereby any debt or security shall be in any wise discharged, vacated, or diminished.

13. That they shall not draw bills, &c., except in the usual course of business.

14. Nor speculate in the funds. 15. Nor become bail.

16. Nor assignor withdraw capital. 17. Nor do any act by which the partnership property may be taken in

execution.

These clauses entirely relate to certain private acts, from which each partner agrees to refrain during the continuance of the partnership.

Such acts do not immediately concern the partnership, though they may indirectly affect it, by involving one of the partners in difficulties. There is no direct remedy at law for any transgression of these clauses, except by a dissolution of the partnership, under what is called the expulsion clause. And, indeed, when a partner, by his necessities or carelessness, has recourse to such measures, it is a matter of prudence for the solvent partners to dissolve.

These clauses are directed as a defence against the decisions before adverted to, in which it has been determined at law, that the partnership effects may be taken in execution for the private debt of a partner.

13. That neither of the said partners, during the continuance of the said partnership, shall, without the consent of the others of them, draw or accept any bill of exchange or promissory note, or contract any debt on account of the said partnership, except in the usual and regular course of the business of the said partnership, nor draw, indorse, or accept, any accommodation bill or note, or underwrite any policy of insurance.

14. Nor make or enter into any time-bargain for the sale or

purchase of stock in any government security, nor expose himself to any other risk or hazard in any gaming transaction.

15. Nor become bail or surety for any person or persons. 16. And that neither of the said partners shall assign his share or interest in the said partnership, or withdraw his share of the capital therein.

17. Or knowingly or willingly do, commit, or permit, any act, matter, or thing whatsoever, by which, or by means of which, the said partnership monies or effects shall be seised, attached, extended, or taken in execution.

IV. Then follow what may be called the accounting clauses of the articles.

books in all things, in conformity with the facts as set forth in the articles—

1. That the said partners shall keep, or cause to be kept,

proper accounts in writing.

2. That each of the said partners shall, in the said accounts, make true, plain, and perfect entries of all the monies, goods, effects, credits, and other things received, purchased, sold, or contracted for, and of all other business transacted on account of the said partnership, together with all such circumstances of names, times, and places, as are usually entered in the books of persons engaged in the business of a

3. That the said books and accounts, together with all deeds, securities for monies, documents, and papers, belonging to the said partnership, shall be kept at the countinghouse of the said partnership, where the said business shall be carried on, and not elsewhere, and shall at all reasonable times be open to the inspection of the said partners.

4. The books to be kept by the acting partner.

5. That all drafts and acceptances be signed by him.

Proviso in case of sickness.

These provi

sions are

some

times introduced,

but are not ne

cessary.

4. That the said books of account shall be posted and duly kept by the said B.

5. And that all bills, drafts, promissory notes, and all accept

ances of any bills, drafts, or notes, and all indorsements thereon, and all receipts, payments, or letters relative to the said business, shall be signed only by the said B, or, in case of sickness or absence, by such other person or persons as shall be appointed or substituted in his place by the consent of the said partners [or the majority of them].

6. That all securities shall be made and taken in the name of the firm.

6. That all mortgages, leases, bonds,

This

may sometimes be a matter of importance. specialties, and secu

rities whatsoever, shall be made and taken in the name of both partners, or in the name of such trustee or trustees, upon trust for the benefit of the said firm, as the said partners [or the majority of them] shall appoint.

7. What bank shall be used.] This is not an essential clause.

7. That Messrs.

& Co., or such other bankers as the said partners shall mutually agree upon, shall be the bankers of the said partnership, in whose hands shall be placed all such monies and securities, deeds, papers, and writings, as the said partners shall have occasion to deposit in a banker's hands, [and on whom the said partners respectively shall be at liberty to draw cheques for the purposes of the said partnership.]

some lines of business, this practice is important, and in all is very judicious, and very commonly resorted

to.

8. That the cash account of the said business shall, during the continuance of the said partnership, be settled and balanced once in every week.

9. And the balance of the cash in hand on every such weekly settlement, shall be paid into the said bank, to the account of the said partnership.

10.

That all monies received by This, in praceach partner be duly paid in. tice, ought always to be attended to, that every farthing received by any partner should be passed through the bank, and never applied off-hand to any purpose, particularly to a private purpose. The advantage to be gained by this method of paying in every sum, and paying all sums and disbursements by cheque, has been already dwelt upon, and it gives the proceedings a degree of regularity, that no other method can supply.

10. That all such monies as shall be received on account of