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mediately on the non-fulfilment of the engagement.1 On this principle, when a company is an obligant in a bill, the holder may proceed with diligence against any individual partner; not being bound to proceed against the partnership estate in the first place. A partner who has thus met an engagement becomes a creditor of the other partners.3

The distribution which will take place when the firm or a partner becomes bankrupt will be considered in the portion of the work which is assigned to bankruptcy.

SECT. 5.-How the Responsibility to the Public is terminated.

No private agreement between the partners of a company can alter the individual responsibility of each for the whole debts of the company, however much it may affect their relative rights of recourse on each other. The death of a partner dissolves the company unless it is otherwise stipulated; it is doubted whether creditors must have notice of the death to save the deceased's estate from responsibility for the farther transactions of the other partners in the company's name. It will generally be difficult when a partner dies during the active operations of a company to draw a line between the transactions for which his estate is responsible, and those for which it is not. The following principles have been deduced from the decisions of Sir William Grant, and are particularly applicable to the case of a banking company,. where, from the nature of the transactions, it is generally presumed that the individuals leaving money in the hands of the remaining partners trust to their credit, and release the representatives of the deceased:-"1. That where a balance is due at the death, and there is no subsequent operation but by drafts to reduce it, the representatives of the deceased continue liable for what remains. 2. That where in the course of subsequent operations the balance has been fully paid, a new balance resulting afterwards cannot be viewed as a debt against the representatives of the deceased partner. 3. That where a balance is due at the death, which the subsequent operations increase, but which is never reduced, the representatives are liable. 4. That where stock is intrusted to a company, and managed with its own stock in name of one of the partners, who sells it and

1 B. C. ii. 618.-2 Wallace v. Plock and Logan, 19th June 1841.B. C. ii. 619.4 Ibid. 638. Ramsay's Executors v. Graham, 18th January 1814.5 B. C. ii. 639.

applies the money to the partnership, the representatives of the deceasing partner are liable. 5. That on the deposit of bills or Indian bonds with the company, which are extant at the death, and sold by the surviving partners, there is no demand against the representatives of the deceased partner."

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Where a company is dissolved by consent, or a partner retires, responsibility is not terminated without notice; but where the remaining partners form other connexions and adopt a new firm, a retiring partner ceases to be responsible even where there is no notice.2 A retiring partner, however, cannot consider himself safe from responsibility to the customers of the company, unless he send them special notice. It is open to proof that a customer has received notice otherwise-as, that he has perused an advertisement publishing the retirement, &c.; but the mere publication of an advertisement is not of itself sufficient notice to customers who dealt with the company before the notification. An obvious change in the firm brought under the observation of the customer from its appearing on the checks or notes of a banking house, or on invoices, &c., is held good notice, as warning him that he has to trust to the credit of a new firm.5 But the individual who has been connected with a firm is liable not only to the general customers, but to any stranger who may chance to deal with the firm before he has given notice of his ceasing to be connected with it. To this effect public advertisement will be sufficient, and it is believed that an advertisement in the Gazette and in a newspaper circulated in the district will be effectual.6 In England it is distinctly laid down that notice in the Gazette alone is sufficient.7 If the advertiser permit the evidence of the advertisement to be contradicted by other circumstances-as, by allowing his name to remain on the sign, to be used in the invoices, &c., he will continue liable.8

SECT. 6.-Dissolution.

A partnership may either be indefinite or for a fixed period. In the former case it is an old and universal rule, that where a partner resigns the partnership is dissolved."

1 B. C. i. 638, 639.- Dunbar v. Remmington, 10th March 1810. 3 Jenkins v. Blízard, 3d December 1816, 1 Stark, 418. Collyer, 369. Aytoun v. Dundee Bank, 19th July 1844.- Sawers v. Tradestown V. Society, 24th February 1815. See Kemp v. Allan, 17th June 1824.Collyer, 312-6 B. C. ii. 641.—7 Collyer, 368.-8 Ibid. 370.-9 Inst. iii.

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A partner may retire without giving previous warning of his intention; and the existence of engagements with third parties for which he with the others is responsible, will not interfere with the dissolution as between the partners themselves. If a partner suddenly resign, however, for the purpose of taking advantage of his knowledge of the partnership concerns in speculating for his own immediate interest, he will have to communicate his advantage as if he were still a partner, being considered as holding it in trust for the company.2 This was exemplified where certain partners had obtained a renewal of the lease of the premises of the company without intimating to the other partners their intention to apply for it.3

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Fixed Period. Where the partnership is for a fixed period, it can be dissolved only by mutual consent; but a majority may dissolve a partnership or joint trade, though undertaken for a term certain, provided the dissolution be made bona fide, and justifiable on rational grounds." Thus, in a partnership regarding a ship in the Greenland whalefishery, after two unsuccessful voyages the majority were found entitled to offer the ship for sale, and on her not selling to fit her out as a merchant ship. There may be circumstances which will regulate the length of the partnership without express stipulation, but it has been held that taking a lease of premises does not bind the parties as partners during its continuance, but that the unexpired term is merely "to be dealt with as partnership property." 196

A partnership is not dissolved by the expiry of the period to which it is limited, it is merely terminable. If the parties continue to do business as usual the partnership subsists, not for another term equal to the previous one, but indefinitely until dissolved.7

Death. A partnership is dissolved by the death of one of the partners, unless it be otherwise agreed on.8 Where it is stipulated that the representatives of a partner are to succeed to and perform his part of the contract, the obligation is binding on them like any other debt if they take up the succession. If the contract is not for a definite period, the representative can of course resign,-if it is, he can only be relieved of the responsibility on cause shown.9 It is not

Featherstonhaugh v. Fenwick, 1810, 17 Ves. 298. See Marshall v. Marshall, 26th January 1815.-2 Collyer, 118.-3 Featherstonhaugh, as above. B. C. ii. 633.--5 Montgomery v. Forresters & Co., 17th June 1791, M. 14583.-6 Featherstonhaugh, as above. Marshall v. Marshall, 23d February, 1816.-7 Featherstonhaugh. Collyer, 69.-9 Warner v. Cunninghame, 24th January 1798, M. 14603.

necessary to apprize people dealing with the partnerships of this species of dissolution, where the deceased was an acting partner.1

If a partner is sequestrated, or, it would appear, if he grant a trust-deed for behoof of his creditors, the partnership is dissolved. The insanity or insolvency of a partner will not dissolve the partnership, but will be a good ground for judicial proceedings to obtain a dissolution. The same may be said of any event happening to one of the partners "which amounts to a total and important failure in those essential points on which the success of the partnership depends."

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SECT. 7.-Winding up.

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A partnership exists after its dissolution, to the extent which is necessary for merely winding up the affairs. The surviving and solvent partners are entitled to grant all discharges and other necessary deeds, and to meet the just engagements of the company, and if they commit these duties to one of their number (which is generally done), they are bound by his acts. He cannot, however, bind the other partners by a document of debt, such as a bill or draft, unless he be specially empowered so to act for them. A partner may insist on bringing the common stock of every description to a public sale, as the best criterion for ascertaining its value, and cannot be compelled to fix a price at which he will dispose of his own share or purchase that of his partner.? It would appear, however, that where the subjects are capable of beneficial division, they may be partitioned under the direction of the court. The partners may have agreed to refer disputes to arbitration, but if the arbiter be not named but described (e. g. as the holder of a certain office for the time being), the agreement to refer will not be obligatory so as to bar an action.9

Division. The creditors of the concern have a preferable claim over the common property, and after satisfying them, it comes to be divided among the partners, or to be open to the diligence of their creditors. "In taking an account between the partners themselves, the state of the stock is to be

1 Christie v. Royal Bank, 17th May 1839.-2 B. C. ii. 634.— Ibid. Jones v. Noy, 19th November 1833, 2 M. & K. 125.--4 B. C. ii. 635.Ibid. 637. Kinnear v. Thomson, 12th February 1830.-B. C. ii. 644. -7 Stewart v. Stewart, 26th November 1835.-- Ibid. as reported in F. C. - Buchanan v. Muirhead, 25th June 1799, M. 14593.

taken as at the dissolution (death for instance), and the proceeds thereof until it is got in; and each is to be allowed whatever he has advanced to the partnership, and to be charged with what he has failed to bring in, or has drawn out beyond his just proportion. The partners are to be allowed equal shares of the profit and stock, if there be no other arrangement settled. But a different arrangement may be established either by contract or by the books and usage of the company." 1

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CHAPTER II.

JOINT ADVENTURE.

JOINT adventure is a species of partnership limited to a particular project. Here, as in ordinary partnership, the partners are liable for the engagements entered into by one of their body in name of the whole; but while the responsibility is, in the former case, extended to all transactions in the usual course of the business of the partnership, it is in the case of joint adventure limited to such engagements as are applicable to the particular project on hand.2 The extent of the responsibility arising from such transactions has been thus defined :- "If all agree to share in goods to be purchased, and in consequence of that agreement one of them go into the market and make the purchase, it is the same for this purpose [responsibility] as if all the names had been announced to the seller; and, therefore, all are liable for the value of them." 3 If individuals who have purchased goods enter on a joint adventure for the disposal of them, as the sellers could have nothing but the credit of the individuals they dealt with to rely on, they have no claim against the other partners. Nice distinctions may occur on the question whether the parties are carrying on a joint concern, or are only co-operating with one another, each having a separate interest. In the case of furnishing hay to horses on a particular stage of the run of a stage-coach, it was first

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B. C. ii. 645.--2 Withers, Birch, & Co. v. Cowan, 16th November 1790, B. C. ii. 650.-3 Lord Ellenborough in Gouthwaite v. Duckworth, 12 East. 421.- Saville v. Robertson, 15th June 1792, 4 T. R. 720.

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