rights of firm creditors and individual creditors are involved, the firm assets are not liable to be taken for individual debts until the firm liabilities are discharged, and vice versa.

Neither has one partner any authority to apply partnership effects to the satisfaction of his own debt without the express consent of the other partners.

For Services Rendered neither partner may charge the other or the firm, even when the services of the respective partners may have been very unequal, unless there is an express agreement to that effect.

The Name of a Partnership is wholly conventional, and, in the absence of a restrictive statute, a firm may adopt any name it sees fit. The question of partnership does not depend upon the name of the firm but upon the agreement of the parties as to the ownership of the property and the disposition to be made of the profits of the business. It may be carried on in the name of one partner alone, or in the name of one partner and "company"; or in the name of persons who once owned the business but have died or withdrawn, or under the style of a company with no names of partners displayed. The use of a corporation name is, however, strictly restricted to partnerships existing under the special laws relating to corporations.

Dissolution of Partnerships may be effected by the voluntary act of the partners on expiration of the term by limitation, a decree of court, or the insanity, bankruptcy, or death of any one of the contracting parties. Where capital is the element which makes a person a partner the withdrawal of same works a dissolution. A dissolution operates as a revocation of all power in each partner to enter into negotiations on behalf of the firm, and none of the partners can afterward create any new contract or obligation binding upon the copartnership.

Death of a Partner puts an end to the copartnership, however numerous the association may be, and the surviving partners will have no authority to carry on the partnership business or to engage in new transactions, make contracts, or incur liabilities on account thereof. In such event the title to the partnership assets rests in the survivors, who will have the ex

clusive right to dispose of same in closing up the affairs of the firm. A community of interest still exists, however, between the survivors and the representatives of the deceased partner, and the latter have the right to insist on the application of the joint property to the payment of the joint debts, and a due distribution of the surplus. So long as these objects remain to be accomplished the partnership may be considered as having a limited continuance.

Insanity of One Partner does not, of itself, work a dissolution of a partnership, but may be sufficient grounds to justify a court of equity in decreeing its dissolution. After an adjudication of the insanity of one partner the continuing partner may apply for a dissolution if he desires; or, if it is a partnership at will, he may dissolve it of his own volition. If under such circumstances the sane partner continues the business as before, without objection or notice to any one, it will be presumed that he did not intend a dissolution, and so long as he thus continues to carry on the business he will be compelled to account for the profits accruing to him from the same.

Bankruptcy of one of its members will have the effect of dissolving a partnership.

After Dissolution either partner may collect, receive, and receipt for a debt due the firm unless restrained by positive agreement or by an order of court. Nor can one partner deprive the others of this power by notifying debtors not to pay to such others; nor does the insolvency of the partner receiving the money, nor the application which he makes of it, alter the right.

Notice of Dissolution must be given by a retiring partner who desires to relieve himself from future liability for debts incurred by the firm. Unless such notice is given, persons dealing with the partner who continues the business, without actual knowledge of the dissolution. will have the right to rely on the credit of the firm. As to persons who may have had knowledge of the firm before its dissolution, but had not had dealings with it, a general public notice given in any reasonable way will be sufficient. As to those persons who had been accustomed to deal with the firm the notice must be actual. It is immaterial how such notice is given, provided the fact of a change is

brought home to them, but the simplest and best method is a written notification by the party directly interested.

The duty of a retiring dormant partner is to give notice only to such persons as may have had some knowledge of his connection with the firm, but as to strangers having no such knowledge he owes no such duty.

Suits at Law are not maintainable between partners, for matters growing out of the partnership relation, until after the settlement of the partnership business and a general accounting. Neither can one firm sue another firm, at law, where one partner is a member of both firms. For any misconduct of the partners as members of the firm, or for any violation of partnership agreements, or for an accounting, resort must be had to a court of equity. But where an accounting has been had on a settlement of partnership business, and a balance struck, and an express promise to pay made thereon, the partner promising becomes liable therefor to the other in an action at law.

Partnership Articles in writing are recommended in all cases, even where the joint venture is only for a single transaction. No set form is necessary, but the agreement should be clearly and unequivocally stated. This would comprise a recital of the firm name; duration of the term; the amounts contributed; and the respective interests of each partner; the business to be pursued; the special rights and duties of each partner, and all general and special agreements relative to the conduct of the business and the methods to be employed on dissolution. This latter is a most important particular, as experience abundantly proves that it is cheaper to settle the terms of dissolution before than it is after that event has occurred.

A violation of the agreement will give to the injured partner the right to dissolve the firm.

Corporations.

The Tendency of Capital is now toward a unification of control, and in this country the majority of large establishments and extensive business transactions are conducted as corporations, taking the place, to a large extent, of individual enterprises and partnership ventures.

A Corporation, for nearly every purpose, has a distinct identity from that of the individual corporators or those who, from time to time, may be its stockholders and is wholly unaffected by their personal rights, obligations and private transactions with third persons, whether such rights accrued or obligations were incurred before or after incorporation. Through all the changes in the personnel of its stockholders its legal status remains the same.

It Has Power to do such business only as it is authorized by its act of incorporation to do, but has the right to conduct its business by all legitimate means. It has implied power to contract debts, like an individual, and may execute negotiable bills, notes or bonds. It may be bound on implied contracts to be deduced by inference from corporate acts.

Public policy requires that corporations should be confined strictly within the limits of their charters, yet when they have exercised powers incidental to those conferred, and in furtherance of the general objects of the corporation, although such acts may have been beyond the express right conferred, they will yet be estopped from denying that they had authority to make the contracts, when such denial would tend to the injury of those dealing with them.

Contracts by Corporations are made through the medium of their officers and agents, and the corporation will be bound by the acts of its officers performed in the ordinary discharge of their official duty. It is not necessary to the validity of a contract with a corporation that it be tested under the corporate seal. In fact the seal is very seldom used, the vote of the board

of directors being as binding as the most solemn acts under the corporate seal.

A contract by a corporation is the act of the legal or artificial entity created by the charter and not that of the individual members who may compose it.

In all contracts by or with corporations the corporation itself should appear as the contracting party by its proper agents.

Negligence and Misconduct may be imputed to a corporation the same as a natural person, and it may be held financially responsible for acts done by its agents.

The Capital Stock of a corporation, including all unpaid subscriptions thereto, constitutes a trust fund for the benefit of creditors of the corporation. In all subsequent transactions it becomes the basis for credit to the corporation, and when debts are incurred a contract with the creditors is raised by implication that it shall not be withdrawn or otherwise applied than upon their demand. If it is diverted the creditors may follow it as far as it can be traced and subject it to the payment of their demands where the rights of innocent third parties have not intervened.

Shares of Stock are usually evidenced by certificates under the seal of the corporation and the signatures of its officers. A certificate is not necessary to constitute a person a stockholder. The words "non-assessable" or "full paid " upon a certificate does not cancel the obligation to pay the amount actually due upon the shares. Stock becomes non-assessable only when fully paid.

Holders of a Majority of Stock in a corporation have the right to control it, and the minority cannot interfere there. with unless they show some good reason therefor. There is an implied obligation of the members to submit to the vote of a majority, and the general rule is that the acts of a majority bind the whole corporation, when confined to its legitimate and ordinary transactions and consistent with the original objects for which the company was formed.

Every Subscriber for stock in a corporation becomes liable for the amount subscribed by him and can discharge this liability only by paying it, in money or its equivalent, in the manner indicated by the subscription or the charter, and by