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4. By insolvency of the partners and sale of the effects, with or without proceedings in bankruptcy.

5. By the death of either partner.

6. The marriage of a partner, who is a single woman, will, in the absence of special statutes authorizing married women to do dusiness on their own account, effect a dissolution.

7. Any partnership, whatever the stipulations may be as to the time of its continuance, may be dissolved at any time by mutual consent.

8. By the voluntary and wrongful act of either party, refusing to continue the partnership longer according to its terms, notifying customers and the public of such refusal. It is now settled that a partnership connection may be dissolved before the time stipulated in the articles. A partner so dissolving subjects himself, however, to the payment of such damages as his partners may sustain, in consequence of such refusal and dissolution.

9. By a decree of a court of equity upon a proper case made out by evidence. The following are some of the causes for which a decree might probably be obtained: 1st, Where the business agreed to be done is found to be impracticable, and the partnership funds are likely to be wasted and sunk. 2d, When from habitual misconduct of a partner, arising out of dishonesty, drunkenness or other vice, out of his insanity, or his habitual negligence and recklessness, prevents a possibility of a profitable continuance of the business. 3d, Where one of the partners has been guilty of a clear and willful violation of fundamental stipulations of partnership articles.

10. By a valid assignment by one partner of the entire partnership effects, or a sale, whether voluntary or upon execution, of his individual interest therein. The dissolution. of a partnership, from whatever cause, does not affect the liability of all the partners for former debts of the firm. The immediate effect of a dissolution is,

1st. That each partner ceases to have power to bind the firm.

2d. Their relations to each other, in reference to the stock,

are at once changed. They were, as we have seen, while partners, joint tenants, each having a right to dispose of the entire stock for the common benefit: they now become tenants in common, and neither has a right to dispose of anything beyond his individual and undivided interest in the stock, and no power even to control or dispose of that, except subject to the partnership rights. These rights are, 1st, To have the entire partnership stock applied to the payment of the debts of the firm. 2d, To have the accounts of each partner stated and such balance, as may be left after the full payment of the partnership debts, distributed among the partners according to their respective interests.

When the dissolution results from the death of one of the partners, the personal representatives of the deceased partner become tenants in common with the survivors in the copartnership property and stock; the survivors being, as we have before stated, entitled to the possession and management thereof, and having sole power to close up the joint business.

In every case of dissolution, prompt and effective measures should be taken to close up all the partnership concerns. To accomplish this, it is usually necessary that some disposition be made of the partnership effects. It is not unusual, to provide in the articles for the disposal of the effects on hand at a dissolution, either by their being taken by some one partner at a valuation, in pursuance of a prescribed mode of apprisal, or otherwise. In the absence of any such stipulation, and if the partners are unable to agree among themselves, the common, and perhaps only practicable mode is, to dispose of them by public sale at auction, to the highest bidder, and to distribute the proceeds, as above indicated.

A dissolution, as between the partners themselves, takes effect immediately; but as to third persons, and especially as to persons with whom the firm has had dealings, notice is sometimes essential. If the business is continued by some of the former members of the firm, retiring partners must see that requisite notice is given, or their partnership liability will still continue.

Public notice of the dissolution should be given to the

world: and, as to persons who have been in the habit of dealing with the firm, actual notice must be brought home to them, or at least the notice must be given in such way that the actual receipt of it by them would be inferred. It was formerly held in some cases, that the publication of notice in a paper taken by such a party would be presumptive evidence that he had received it: but that doctrine is pretty much exploded, and in this day of multitudinous newspapers it is rarely or never presumed, that any party reads the entire contents of all the newspapers he takes.

Notice published in the public prints, of the place where the business is carried on, in a fair and usual manner, is held sufficient, as to all persons who have not had previous dealings with the firm: as to all who have had such previous dealing, actual notice must be given, and the only safe way for a retiring partner is, personally, or by some reliable messenger, to see that it is brought to the knowledge of all such persons. If sent by mail, the retiring partner should request an acknowledgment of its receipt. Such retiring partners should also withdraw their names from the firm cards and signs, and, if they willingly permit them to remain, they will continue liable for the debts. But if the use of the name of the former firm be continued, without the authority and against the will of the retiring partner, he, having given due notice of the dissolution, is not made responsible by such use of his name, and is not bound to take legal means to compel its discontinuance.

Persons having notice of the dissolution are bound to enquire at their peril, who are now included in and properly designated by the firm name. A dormant partner, not being one known to creditors and on whose account credit is given, need not give notice of his retirement, except to persons who had been specially informed of his liability and had given credit to the firm on account thereof.

When a partnership is dissolved by its own limitation, or by operation of law,-as by proceedings in bankruptcy,—no public notice is necessary.

The death of a partner is sufficient public notice of his re

tirement, to prevent the continued liability of his estate for subsequent acts of his surviving partners. If the survivors continue to operate with the partnership effects, and enter into new transactions, they do so at their individual peril, in this, that the representatives of the deceased partner are not bound to contribute to any loss which may be sustained, but if profits are made they may claim their proportionate share. In the case of an infant partner: if he retires before attaining full age, no notice is requisite for his protection; all his acts and contracts being voidable at his election; but if, on arriving at full age, he continues in the business, without disaffirmance or notice of dissolution, he will be liable for subsequent contracts of the firm.

In the liquidation of partnership concerns, the claims against the fund are marshalled thus: 1, Partnership creditors are to be paid. 2, When they are satisfied, claims of any individual partner or partners, to whom the firm is indebted, are to be paid. And finally, if a surplus still remain, creditors of each individual partner may levy upon his

share.

SECTION 8.

Of Remedies of Partners between Themselves, During the Continuance of the Partnership and upon Dissolution. During the continuance of the partnership one partner cannot sue the firm, at law, for a debt due him; because in so doing he would have to sue himself, and he can not be both plaintiff and defendant. So, for the same reason, if one be a member of two distinct firms, neither firm can sue the other. Nor can one partner sue the rest of the firm for his share of a debt due by the firm to him: because, until a dissolution and winding up of the partnership concerns, it is impossible to tell whether anything will be due to him.

A suit at law may be maintained for a breach of the partnership articles, before or after the business of the partnership was commenced; and it has been held, that after a dissolution of a partnership and the payment of its debts, one partner may sue another to recover a balance due, (see Sykes

vs. Work, 6 Gray, 433); but the general and most efficacious remedy for partners, between themselves, during the existence of the copartnership or upon its final dissolution, is by bill in equity.

No. 1. Agreement for Copartnership.

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Articles of Copartnership made this the year one thousand eight hundred and B. of the first part, and C. D. of the second part, both of , in the county of

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It is the intention of said parties to form a copartnership for the purpose of carrying on the business of for which purpose they have agreed on the following terms; to the faithful performance of which they mutually bind and engage themselves each to the other, his executors and administrators:

First. The style of said copartnership shall be " company]:" and it shall continue for the term of

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from the above date, except in case of the death of either of the said parties within the said term, or earlier mutual agreement to dissolve.

Second. The said A. B. and C. D. are proprietors of the stock, a schedule of which is contained in their stock book, in the proportion of to the said A. B., and to the said C. D.; and the said parties shall continue to be owners of their joint stock in the same proportions; and in case of any addition being made to the same, the said A. B. shall adand the said C. D. of the cost thereof.

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Third. All profits, which may accrue to said partnership, shall be divided, and all loss happening to said firm, whether from bad debts, depreciation of goods, or any other cause, and all expenses of the business, shall be borne by the said parties in the aforesaid proportions of their interest in the said stock.

Fourth. The said C. D. shall devote and give all his time and attention to the business of the said firm as a

and, generally to the care and superintendence of the store; and the said A. B. shall devote so much of his time as may

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