promise. A common carrier is a bailee who is bound to receive goods and deliver them where directed without loss or injury unless prevented by the act of God or the public enemy. A carrier who does not hold himself out to carry for the public, but only occasionally transports goods for hire, is not a common carrier, and is only held to the exercise of ordinary care. An innkeeper is a bailee who insures the safety of his guests' goods, just as a common carrier does.

A mechanic who receives material to be made into an article, or receives an article needing repairs, is a bailee who is bound to use reasonable diligence in completing the work and restoring the article to the owner. He may, however, demand pay for his work and keep possession of the article until his reasonable charges are paid. A warehouseman is a bailee who can retain possession of property put in his care until his storage charges are paid. A pledgee, or a pawnbroker, is a bailee who holds personal property as security for a debt, and may retain it until the debt is paid or payment tendered. If, after a bailee has received property, a third party claims it, the bailee may refuse to deliver to either until the controversy is settled between the rival claimants, and he may bring his action of interpleader, in which the claimants may be required to come into court and try the question of the title or right to possession of the property in the possession of the bailee.

§ 216. Common carriers.-The contracts of common carriers relate to persons, as well as personal property, and the subject of their rights and liabilities calls for a more extended treatment than could be

properly given to it under the head of bailment. Railway, steamboat and ship companies, and all other public agencies for transporting goods or persons for hire, are in law common carriers. The contract of a common carrier of goods is to receive and promptly transport the property entrusted to him, to the place of destination, he being responsible for all loss or damage which happens to the goods while in his care, unless such loss or damage is caused by the act of God or the public enemy. As a carrier of persons, he is held to the highest degree of care for their safety. By holding himself out as a common carrier of passengers, he undertakes to receive all proper persons who present themselves for transportation, and to carry them safely to their destination, upon their paying or tendering to him the customary fare for such service. And if he receives as a passenger one who is to be carried gratuitously, he must exercise the same care for such passenger as if he paid full fare. The same obligation as to care applies to persons whom he receives from other connecting lines of transportation, and to travelers who get upon the wrong railway train by mistake. Carriers are not insurers of the safety of their passengers. If the passenger is injured or killed, through unavoidable accident, as where injury or death results from defects in machinery or appliances which could not have been discovered by the exercise of the highest degree of care, or if the injury or death results from the act of God, as where by a tornado an obstruction. is thrown in front of a locomotive engine, the carrier is not liable, unless there is some concurring negligence on his part. Ordinarily, a passenger who is

injured by a third person, not in the employ of the carrier, has no claim upon the carrier, but if, through the negligence of the carrier's employes, a dangerous person, as a lunatic or a drunken man, kills or injures a fellow-passenger, the carrier is liable. The carrier has a right to make reasonable rules regulating the conduct of passengers, and if a passenger with notice of these rules violates them and puts himself in a place of danger, and injury results to him on account of his misconduct, he has no claim for damages.

§ 217. Contracts of partnership.-Partnership, as defined by Kent, "is a contract of two or more persons to place their money, effects, labor and skill, or some or all of them, in lawful commerce or business, and to divide the profit and bear the loss in certain proportions. As we have seen in stating the principles of the contract of agency, each partner is the general agent for all the others, and may bind them by any contract which he may make within the scope of the partnership business. If a member of a firm of dry-goods merchants buys real estate for purposes of speculation in the firm name, it will not bind his copartners, and so of all ventures not within the scope of the firm's business. As between the partners themselves they may limit the powers and fix the duties of one another by agreement, and a violation of such agreement resulting in loss to the other partners would make the wrong-doer liable in damages to his copartners. A nominal partner is one who allows his name to be used by the firm, but has no interest in the profits; his liability for the firm's debts, however, is the same as that of the real mem

bers of the firm. A silent partner is one who has an interest in the firm which is unknown to the public. He may share in the profits, and he is liable for all the debts of the firm. When a partner retires from the firm and wishes to avoid future liability for its debts, he must give actual notice of the fact to all customers of the firm, and notice to the public by printing the same in some newspaper of general circulation in the locality where the business has been conducted.

If one holds himself out as a partner, and persons deal with the firm on the faith of it, he is held liable to such persons for the firm debts, though he was not a partner in fact.

§ 218. Formation of partnership.-To form a partnership it is not necessary that the contract should be in writing, and if there is no agreement to the contrary, the partners are presumed to be equal, and the partnership is presumed to begin at the date of the agreement. Partnership contracts may be made. for the carrying on of any lawful business. Inequality of skill, industry, ability, or attention to the business will not increase or diminish a partner's share of the profits unless the agreement between the partners makes provision for it, and unless it is so agreed no partner is entitled to anything but his share of the profits as a compensation for his services. One may sometimes share in the profits without incurring liability as a partner, as where a salesman or an agent agrees to take as a compensation for his services a sum equal to a certain per cent. of the profits.

§ 219. Rights of partners.-Partners can not deal with the partnership property for their individual

benefit to the injury of the creditors of the firm or of their copartners. If one partner has made advances or incurred liabilities for the firm, his claim upon the firm's assets and property will have priority over a chattel mortgage given by another partner to secure his individual debt.

§ 220. Dissolution of partnership.-A partnership may be dissolved in various ways, as: (1) By the death of one of the partners. Sometimes the articles of partnership provide that the representative of the deceased partner may continue the business, or that the capital of the deceased partner shall remain for a limited time in the firm business. (2) By the transfer of the interest of one partner. (3) By the voluntary withdrawal of a partner from the firm. Though the partnership agreement may fix the duration of the partnership, any partner may dissolve it by retiring before the expiration of the time. If his conduct in so doing is wrongful and results in loss to his copartners, they may recover damages from him for breach of his contract. (4) Insanity or insolvency of a partner. (5) By the mutual consent of the partners. (6) The sale of the whole property invested in the partnership business. (7) The hopeless insolvency of the firm. (8) The occurrence of some event which makes the business of the partnership illegal. The court may decree a dissolution at any time when the interest of the partners or the firm creditors require it.

§ 221. The practical effect of the dissolution, from whatever cause, is the same. If the partners can agree upon a method of winding up the business

after dissolution, and creditors do not object, it may