more efficient aid to compel a specific performance. In general these courts will not entertain bills for specific performance of such preliminary contracts; but in order to suppress frauds, or manifestly mischievous consequences, they will compel such performance. 3 Atk. 383; Colly. Partn. B. 2, c. 2, § 2; Wats. Partn. 60; Gow, Partn. 109; Story, Eq. Jur. § 666, note; Story, Partn. § 189; 1 Swanst. R. 513, note. When, however, the partnership may be immediately dissolved, it seems the contract cannot be specifically enforced. 9 Ves. 360. celebrated instrument, under which | partnerships, but agreements to enter the treaty of peace, acknowledging into partnership at a future time. our independence, was negotiated, When such an agreement has been the war of the revolution concluded, broken, the parties may apply for and the union of the states maintained redress to a court of law, where until the adoption of the present con- damages will be given, as a compenstitution." sation. Application is sometimes ARTICLES OF IMPEACH-made to courts of equity for their MENT. An instrument, which in cases of impeachment, (q. v.) is used, and performs the same office which an indictment does in a common criminal case, is known by this name. These articles do not usually pursue the strict form and accuracy of an indictment. Woodd. Lect. 40, p. 605; Foster, 389, 390; Com. Dig. Parliament, L 21. They are sometimes quite general in the form of the allegations, but always contain, or ought to contain, so much certainty, as to enable the party to put himself on the proper defence, and in case of an acquittal, to avail himself of it, as a bar to another impeachment. Additional articles may, perhaps, be exhibited at any stage of the prosecution. Story on the Const. § 806; Rawle on the Const. 216. The answer to articles of impeachment is exempted from observing great strictness of form; and it may contain arguments as well as facts. It is usual to give a full and particular answer to each article of the accusation. Story, § 808. ARTICLES OF PARTNERSHIP. The name given to an instrument of writing by which the parties enter into a partnership, upon the conditions therein mentioned. This instrument generally contains certain provisions which it is the object here to point out. But before proceeding more particularly to the consideration of the subject, it will be proper to observe that sometimes preliminary agreements to enter into a partnership are formed, and that questions, not unfrequently, arise as to their effects. These are not It is proper to premise that under each particular head, it is intended briefly to examine the decisions which have been made in relation to it. The principal parts of articles of partnership are here enumerated. 1. The names of the contracting parties. These should all be severally set out. 2. The agreement that the parties actually by the instrument enter into partnership, and care must be taken to distinguish this agreement from a covenant to enter into partnership at a future time. 3. The commencement of the partnership. This ought always to be expressly provided for. When no other time is fixed by it, the commencement will take place from the date of the instrument. Colly. Partn. 140; 5 Barn. & Cres. 108. 4. The duration of the partnership. This may be for life, or for a specific period of time; partnerships may be conditional or indefinite in their duration, or for a single adventure or dealing; this period of duration is either express or implied, but it will not be presumed to be beyond life. 1 Swanst. R. 521. When a term is fixed, it is presumed to endure until that period has elapsed; and, when no term is fixed, for the life of the parties, unless sooner dissolved by the acts of one of them, by mutual consent, or operation of law. Story, Partn. § 84. A stipulation may lawfully be introduced for the continuance of the partnership after the death of one of the parties, either by his executors or administrators, or for the admission of one or more of his children into the concern. Colly. Partn. 147; 9 Ves. 500. Sometimes this clause provides that the interest of the partner shall go to such persons, as he shall by his last will name and appoint, and for want of appointment on such persons as are there named. In these cases it seems that the executors or administrators have an option to continue the partnership or not. Colly. Partn. 149; 1 McCl. & Yo. 569; Colles, Parl. Rep. 157. When the duration of the partnership has been fixed by the articles, and the partnership expires by mere effluxion of time, and, after such determination it is carried on by the partners without any new agreement, in the absence of all circumstances which may lead as to the true intent of the partners, the partnership will not, in general, be deemed one for a definite period, 17 Ves. 298; but in other respects the old articles of the expired partnership are to be deemed adopted by implication as the basis of the new partnership during its continuance. 5 Mason, R. 176, 185; 15 Ves. 218; 1 Molloy, R. 466. 5. The business to be carried on, and the place where it is to be conducted. This clause ought to be very particularly written, as courts of equity will grant an injunction when one or more of the partners attempt, against the wishes of one or more of them, to extend such business beyond the provision contained in the articles. Story, Partn. § 193; Gow, Partn. 398. 6. The name of the firm, as for example John Doe and Company, ought to be ascertained. The members of the partnership are required to use the name thus agreed upon, and a departure from it will make them individually liable to third persons or to their partners, in particular cases. Colly. Partn. 141; 2 Jac. & Walk. 266; 9 Adol. & Ellis, 314; 11 Adol. & Ellis, 339; Story, Partn. § 102, 136, 142, 202. 7. A provision is not unfrequently inserted that the business shall be managed and administered by a par ticular partner, or that one of its departments shall be under his special care. In this case, courts of equity will protect such partner in his rights. Story, Partn. § 172, 182, 193, 202, 204; Colly. Partn. 753. In Louisiana, this provision is incorporated in its civil code, art. 2838 to art. 2840. The French and civil law also agree as to this provison. Poth. de Societé, n. 71; Dig. 14, 1, 1, 13; Poth. Pand. 14, 1, 4. Sometimes a provision is introduced that a majority of the partners shall have the management of the affairs of the partnership. This is requisite, particularly when the associates are numerous. As to the rights of the majority see Partners. 8. A provision should be inserted as to the manner of furnishing the capital or stock of the partnership. When a partner is required to furnish his proportion of the stock at stated periods, or pay by instalments, he will, where there are no stipulations to the contrary, be considered a debtor to the firm. Colly. Partn. 141; Story, Partn. § 203; 1 Swanst. R. 89. Sometimes a provision is inserted that real estate and fixtures belonging to the firm shall be considered, as between the partners, not as partnership but as several property. In cases of bankruptcy this property will be treated as the separate property of the partners. Colly. Partn. 141, 595, 600; 5 Ves. 189; 3 Madd. R. 63. 9. A provision for the apportionment of the profits and losses among the partners should be introduced. In the absence of all proof, and controlling circumstances, the partners are to share in both equally, although one may have furnished all the capital, and the other only his skill. Wats. Partn. 59; Colly. Partn. 105; Story, Partn. § 24; 3 Kent, Com. 28; 4th ed.; 6 Wend. R. 263; but see 7 Bligh, R. 432; 5 Wils. & Shaw 16. 10. Sometimes a stipulation for an annual account of the property of the partnership whether in possession or in action, and of the debts due by partnership is inserted. These accounts when settled are at least prima facie evidence of the facts they contain. Colly. Partn. 146; Story, Partn. § 206; 7 Sim. R. 239. |vided for in one of three modes: first, by turning all the assets into cash, and, after paying all the liabilities of the partnership, dividing such money in proportion to the several interests of the parties; secondly, by providing that one or more of the partners shall be entitled to purchase the shares of the others at a valuation; thirdly, that all the property of the partnership shall be appraised, and that after paying the partnership debts, it shall be divided in the proper proportions. The first of these modes is adopted by courts of equity in the absence of express stipulations. Colly. Partn. 145; Story, Partn. § 207; 8 Sim. R. 529. 14. It is not unusual to insert in these articles a provision that in case of disputes the matter shall be submitted to arbitration. This clause seems nugatory, as no action will lie for a breach of it, as that would deprive the courts of their jurisdiction, which the parties cannot do. Story, Partn. § 215; Gow, Partn. 72; Colly. Partn. 165; Wats. Partn. 383. 15. The articles should be dated, and executed by the parties. It is not requisite that the instrument should be under seal. Vide Parties to contracts; Partners; Partnership. ARTICLES OF WAR. The 11. A provision is frequently introduced forbidding any one partner to carry on any other business. This should be provided for, though there is an implied provision in every part-name commonly given to a code nership that no partner shall carry made for the government of the on any separate business inconsistent army. The act of April 10, 1806, 2 or contrary to the true interest of the Story's Laws U. S. 992, contains the partnership. Story, Partn. § 178, rules and articles by which the armies 179, 209. of the United States shall be govern Story's L. U. S. 761, contains the rules and rogulations for the government of the navy of the United States. 12. When the partners are numer-ed. The act of April 23, 1800, 1 ous a provision is often made for the expulsion of a partner for gross misconduct, for insolvency, bankruptcy, or other cases particularly enumerated. This provision will govern when the case occurs. 13. This instrument should always contain a provision for winding up the business. This is generally pro ARTICLES, eccl. law, a complaint in the form of a libel, exhibited to an ecclesiastical court. ARTICULATE ADJUDICATION, a term used in the Scotch law in cases where there is more than the debt due to the adjudging creditor, when it is usual to accumulate each debt by itself, so that any error which may arise in ascertaining one of the debts need not reach to all the rest. ARTIFICERS. Persons whose employment or business consists chiefly of bodily labour. Those who are masters of their arts. Cunn. Dict. h. t. Vide Art. AS. The name of a kind of money among the Romans. They divided it into twelve parts or twelve ounces, which made a Roman pound. The Romans also divided an inheritance into twelve parts, the whole inheritance was therefore called as, whence this expression, hæres ex asse, or, legetarius ex asse,the heir of the whole estate. Among the Romans ascriptitii were foreigners who had been naturalized, who had in general the same rights as natives. Nov. 22, ch. 17; Code, 11, 47. ASPORTATION. Vide Carrying away. ASSASSIN, crim. law. An assassin is one who attacks another either traitorously, or with the advantage of arms or place, or of a number of persons who support him, and kills his victim. This being done with malice aforethought is murder. The term assassin is but little used in the common law, it is borrowed from the civil law. ASSASSINATION, crim. law, is a murder committed by an assassin. ASSAULT, crim. law. An assault is any attempt or offer with force or violence to do a corporal hurt to another, whether from malice or wantonness; for example, by striking at him or even holding up the fist at him in a threatening or insulting manner, or with other cir cumstances as denote at the time an intention, coupled with a present ability, of actual violence against his person, as by pointing a weapon at him when he is within reach of it. 6 Rogers's Rec. 9. When the injury is actually inflicted, it amounts to a battery, (q. v.) Assaults are either simple or aggravated. 1. A simple assault is one where there is no intention to do any other injury. This ASCENDANTS, are those from whom a person is descended, or from whom he derives his birth, however remote they may be. Every one has two ascendants at the first degree, his father and mother; four at the second degree, his paternal grandfather and grandmother, and his maternal grandfather and grandmother; eight at the third. Thus in going up we ascend by various lines which fork at every generation. By this progress sixteen ascendants are found at the fourth degree; thirty-two, at the fifth; sixty-four, at the sixth; one hundred and twenty-eight at the seventh, and so on; by this progressive increase, a person has at the twenty-fifth generation, thirty-three millions five hun-is punished at common law by fine dred and fifty-four thousand, four hundred and thirty-two ascendants. But as many of the ascendants of a person have descended from the same ancestor, the lines which were forked, reunite to the first common ancestor, from whom the other, descend; and this multiplication thus frequently interrupted by the common ancestors, may be reduced to a few persons. Vide Line. and imprisonment. 2. An aggravated assault is one that has in addition to the bare intention to commit it, another object which is also criminal; for example if a man should fire a pistol at another and miss him, the former would be guilty of an assault with intent to murder; so an assault with intent to rob a man, or with intent to spoil his clothes, and the like, are aggravated assaults, and they are more severely punished than simple assaults. General references, 1 East, P. C. 406; Bull. N. P. 15; Hawk. P. C. b, 1, c. 62, s. 12; 1 Russ. Cr. 604; 2 Camp. Rep. 650; 1 Wheeler's Cr. C. 364; 6 Rogers's Rec. 9; 1 Serg. & Rawle, 347; Bac. Ab. h. t.; Roscoe, Cr. Ev. 210. ASSAY. A chemical examination of metals by which the quantity of valuable or precious metal contained in any mineral or metallic mixture is ascertained. By the acts of Congress of March 3, 1823, 3 Story's L. U. S. 1924; of June 25, 1834, 4 Sharsw. cont. of Story's L. U. S. 2373; and of June 28, 1834, Ibid. 2377, it is made the duty of the secretary of the treasury to cause assays to be made at the mint of the United States, of certain coins made current by the said acts, and to make report of the result thereof to congress. ASSEMBLY, is a reunion of a number of persons in the same place. There are several kinds of assemblies. Political, authorised by the constitution and laws; for example, the general assembly which includes, the senate and house of representatives; the meeting of the electors of president and vice-president of the United States, may also be called an assembly. Popular assemblies are those where the people meet to deliberate upon their rights; these are guaranteed by the constitution. Const. U. S. Amendm. art. 1; Const. of Penn. art. 9, s. 20. ASSEMBLY, unlawful, in criminal law, the meeting of three or more persons to do an unlawful act, although they may not carry their purpose into execution. It differs from a riot or rout (q. v.) because in each of the latter cases there is some act done besides the simple meeting. ASSENT, contracts, is an agreement to something that has been done before. It is either express, | where it is openly declared; or implied, where it is presumed by law. For instance, when a conveyance is made to a man, his assent to it is presumed, for the following reasons; 1. Because there is a strong intendment of law, that it is for a person's benefit to take, and no man can be supposed to be unwilling to do that which is for his advantage.-2. Because it would seem incongruous and absurd, that when a conveyance is completely executed on the part of the grantor, the estate should continue in him.-3. Because it is contrary to the policy of law to permit the freehold to remain in suspense and uncertainty. 2 Ventr. 201; 3 Mod. 296; 3 Lev. 284; Show. P. C. 150; 3 Barn. & Alders. 31; 1 Binn. R. 502; 2 Hayw. 234; 12 Mass. R. 461; 5 S. & R. 523; 20 John. R. 184; 14 S. & R. 296; 15 Wend. R. 656; 4 Halst. R. 161; 6 Verm. R. 411. When a devise draws after it no charge or risk of loss, and is, therefore, a mere bounty, the assent of the devisee to take it will be presumed. 17 Mass. 73, 4. A dissent properly expressed would prevent the title from passing from the grantor unto the grantee. 12 Mass. R. 461. See 3 Munf. R. 345; 4 Munf. R. 332, pl. 9; 5 Serg. & Rawle, 523; 8 Watts, R. 9, 11; 20 Johns. R. 184. The rule requiring an express dissent does not apply however when the grantee is bound to pay a consideration for the thing granted. 1 Wash. C. C. Rep. 70. When an offer to do a thing has been made, it is not binding on the party making it until the assent of the other party has been given; and such assent must be to the same subjectmatter in the same sense. 1 Sumn. 218. When such assent is given, before the offer is withdrawn, the contract is complete. 6 Wend. 103. See 5 Wend. 523; 5 Greenl. R. 419; 3 Mass. 1; 8 S. & R. 243; 12 John. |