then sue the new firm, as the law considers that the incoming partner made the arrangement for the creditor's benefit. The "good will", or the benefit derived from customers returning to the old stand, is also partnership property. A creditor of one partner has no claim to partnership property until the firm debts are paid. The levy and sale of a private creditor of one partner on the interest of the partner in the partnership property gives the creditor the interest of the partner after all firm obligations are settled. The purchaser would have the right to demand an accounting and would be entitled to receive what would otherwise be due the partner sued. When satisfying creditors, the funds of the partnership should first be used to satisfy partnership debts; then, if there is anything remaining, the creditors of the individual members get it. So, when the members have private debts and property, the personal debts should be satisfied first out of the private property and the surplus, if any, goes to the partnership creditors.

SECTION IV.

THE FIRM NAME.

A name is not absolutely necessary for a partnership, but is convenient for the purpose of identifying the firm. Individuals may carry on business under any name they choose to adopt. However, our statutes provide that a corporate name cannot be used by a partnership in any mercantile or commission business unless a verified statement showing the names of all the persons using such name be filed with the register of deeds of the county wherein their principal place of business may be, unless such name discloses the name or names of one or more of the persons engaged in such business. While merchants generally regard a partnership as a legal entity, the law does not recognize it as such, but looks solely to the members composing the firm. A partnership must, therefore, sue and be sued in the name of all its members.

SECTION V.

RIGHTS AND LIABILITIES OF PARTNERS.

Among themselves.-Unless provided to the contrary, all the members of a firm have equal rights and liabilities as to the management of the firm business, and the partners share the profits and losses, and the assets on dissolution,

share and share alike. On dissolution, the partners share in proportion to their share in the firm, subject to an accounting. The parties may agree to share the profits and losses in different proportions, but in the absence of any agreement, the law presumes equal shares. They may even agree that one partner shall bear all the losses, but while this agreement is valid as between themselves, it will not protect those partners who were to share no loss from responsibility to third parties, unless they knew of the agreement between the parties and gave credit accordingly. In the absence of any agreement, the majority of the partners determine the time when profits are to be divided and their amount and the will of the majority governs in the general management of the partnership affairs. The minority must, however, be consulted. But even the majority of partners has no right to change the line of business in which the firm is engaged without the consent of the minority. Partners must devote their entire time and energy to the business and they are not entitled to compensation for their services, and this is so even where a surviving partner winds up the affairs of the firm. Partners must act in good faith towards each other and any benefit derived by virtue of connection with the firm, must be turned over. A record of partnership transactions must be kept and all partners have a right to examine the books of the firm. On dissolution, partners have the right to have the debts of the partnership satisfied out of the partnership assets, and to have the surplus, if any, applied on whatever may be due the different partners, after deducting what may be due the firm from the different partners. This is called a "partner's lien."

As to third persons.-The power of a partner to bind the firm in dealings with third persons is to be determined by the laws of agency. Each partner is an agent of the whole partnership with full power to bind all its members and all its property in transactions which fall within the usual scope of the business of the firm. The authority conferred upon a partner to bind the firm is either express or implied. Express authority is given to partners by the contract existing between them. Most of the powers of a partner are implied. A partner has implied authority to bind the firm by all acts necessary for carrying on the business in the usual way. If the person who deals with a partner has notice of the limita

tion of his authority, the partner's unauthorized acts will not bind the firm. A subsequent ratification, however, is equivalent to antecedent authority. "Whatever, as between the partners themselves, may be the limits set to each other's authority, every person not acquainted with those limits is entitled to assume that each partner is empowered to do for the firm whatever is necessary for the transaction of its business in the way in which that business is ordinarily carried on by other people." It must be remembered, however, that although the firm is bound if a partner exceeds his actual authority, the partner exceeding his authority is liable to the other partners for the breach of his agreement. Whether a partner has implied authority to do any given act, depends upon the nature of the business and the custom of persons engaged in it. Thus, in a trading partnership a partner has implied power to accept payment of debts due the firm, compromise claims, give receipts, appoint an agent or servant, draw, accept, make and indorse bills of exchange and notes and negotiable instruments in general, in the name of the firm, to extend the time of payment on notes, etc., buy and sell property within the scope of the business and to enter into simple contracts. Notice to a partner is notice to the firm and admissions of one partner are evidence against the firm, provided they relate to the partnership business. One partner may execute a chattel mortgage of firm property to secure a partnership debt.

A partner has no implied authority, however, to bind the firm by the execution of an instrument under seal, although such authority can be given him by his other partners by parol; nor to confess judgment; or make an offer of judgment. One partner cannot bind the firm for money borrowed by him to pay his share of the capital, especially where so borrowed with knowledge of the lender; nor by a warrant of attorney under seal to confess a judgment. It has also been held that one partner has no implied authority to mortgage or convey the real estate of the firm, or to indorse on behalf of the firm accommodation paper, or to execute a guaranty on behalf of the firm, unless necessary to carry on the firm business.

Members of non-trading partnerships have no implied right to bind the firm on negotiable instruments. Such authority has been held not to exist in partnerships of professional men, such as lawyers, doctors, etc.

The tort of one partner committed in the transaction of the ordinary business of the firm, is the tort of all. There need be no knowledge or participation in the tort. This is a joint and several liability.

SECTION VI.

DISSOLUTION.

If the contract between the partners does not contain a provision as to how long the partnership shall exist, it is one at will and may be dissolved at any time by any partner by giving notice to the other partners. If the partnership has been entered into for a definite time, one partner cannot terminate the relation without the consent of the others without making himself liable for breach of contract. In the absence of any agreement to the contrary, the death of one partner, the alienation of his share or the bankruptcy of a partner, works a dissolution of the firm. The articles of partnership, however, may provide, that the three causes last mentioned shall not have the effect of dissolving the firm. Such an agreement is binding. Marriage dissolves a partnership then existing between a man and woman. The bankruptcy of the firm, or events which render the partnership relation unlawful, such as war between the countries in which the respective partners are residents, dissolves the firm. A partnership is also dissolved when its purpose has been accomplished. This is often the case where a partnership has been entered into for but one or a few deals or transactions. A court of equity will decree a dissolution when a partner becomes incapable of doing his duty to the partnership, as by reason of insanity or imprisonment for a long term, or when there has been such gross misconduct on the part of a partner as to destroy the confidence which must exist between partners if they are to carry on business together. The court will not grant a dissolution on this ground for trivial grievances. The beneficial continuance of the firm must be an impossibility. Thus, a dissolution was granted where one partner excluded the other from the place of business, retaining possession himself, and selling out the goods at retail. If there is no hope for success of profit in the partnership venture, a court of equity will often grant a dissolution. When a court of equity decrees a dissolution, it usually also decrees that

an accounting be had between the partners, and then orders a distribution of the proceeds according to the circumstances of the case. Whenever there is a dissolution other than by operation of law, all persons who have previously given credit to the firm, are entitled to actual notice of dissolution. Notice to a person having had former dealings with the firm, however acquired, is sufficient to relieve the retiring partner from further liability. As to the persons who have not had dealings with the firm, a notice by publication in a newspaper is ample. The retiring partner is of course, liable for all firm debts incurred previous to his retirement, unless the creditor in some way releases him therefrom. The surviving partner has the right, and it is his duty, to wind up the affairs of the firm. The personal representatives of the deceased partner cannot interfere. After notice of dissolution has been given, partners can no longer bind the firm except so far as is necessary to wind up the affairs of the partnership. It is often provided that on dissolution one partner shall assume all the firm liabilities and take all the firm property. Such an agreement does not bind third parties having a claim against the firm. They may still hold all the partners liable. However, the creditor can assent to this substitution, expressly or impliedly.

SECTION VII.

REMEDIES BETWEEN PARTNERS.

The general rule is that one partner cannot sue another partner at law in relation to firm matters until there has been an accounting and the affairs of the firm are settled. "Until the affairs of the concern are wound up, what one partner may owe the firm is not a debt due co-partners; nor is the indebtedness of the firm to one of the members a debt due from the other members to him. What may have been advanced by one partner or received by another can only constitute items in account. There may be losses, the particular partner's share of which may be more than sufficient to exhaust what he has advanced, or profits more than equal to what the other has received, and until the amount of such profit and loss be ascertained, by the winding up of the partnership affairs, neither party has any remedy against or liability to the other for payment, from one to the other, of