ner 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.

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 be done in that way. If creditors or any partner objects the court will appoint a receiver, whose duty it will be to sell the assets, pay the creditors and expenses of the receivership, and distribute the surplus among the partners according to their respective interests.

Where a dissolution results from the death of one of the partners, the surviving partners are clothed by the law with authority to settle the firm's affairs, and the personal representatives of the deceased partner can not meddle with the firm's affairs unless there is mismanagement on the part of the surviving partners. Most of the states have statutes providing for the settlement of the partnership business by surviving partners, requiring them to file inventories in court, to give bond, and to make reports of their doings, as in case of administrators and executors.

§ 509. Individual and partnership creditors.-Questions arise concerning the conflicting claims of the

creditors of the firm and the individual partners to participate in the assets of the partnership, and of the partners individually. The equitable rule is followed in all the courts, that firm creditors must look first to firm assets, and individual creditors to the assets of the individual members of the firm. If there is a surplus of the firm assets after paying firm creditors, and a deficiency of individual assets to pay individual creditors, these creditors may resort to the share of the surplus which would be going to the partner against whom they hold unsatisfied claims; so may firm creditors, after exhausting firm assets, resort to what may remain of individual assets after the discharge of individual debts.

§ 510. Rights of partners after dissolution.—The dissolution of the firm puts an end to the power of the partners to bind their copartners to any new engagements, except so far as it may be necessary or proper in closing up the firm's business. Where one partner retires and the remaining partners assume the firm debts, the retiring partner may be held by the creditors, but if he is compelled to pay he would have the same rights against his former partners that a surety who had paid a debt would have against his principal.

§ 511. Limited partnership.-We have been speaking of general partnerships, in which each and all of the partners are individually liable for all the debts of the firm. Limited partnerships are creatures of statutory law. They are partnerships in which the pecuniary responsibility of some of the partners is limited to a fixed sum. Persons wishing to embark their means in such ventures are required to comply strictly with the provisions of the law authorizing their formation.

§ 512. Good will.-The good will of the partnership goes to the surviving partners in case of dissolution by death, and where one partner disposes of his interest to his copartners, his interest in the good will goes with it.

Sec.

520. Dissolution.

521. Vested rights.

522. Deeds of corporations.

523.

Fraud by officers of the corporation.

524. Public service corporations.

§ 513. Definition. A corporation is a body consisting of one of more persons, established by or under the authority of the law, for certain specific purposes, with the capacity of succession (either perpetual or for a limited period) and other special privileges not possessed by individuals yet acting in many respects as an individual. Corporations are either sole, consisting of one member at a time, or aggregate, consisting of more than one member. A public corporation is created for the purpose of carrying on some public business, such as towns, cities, counties. A private corporation is formed by the voluntary act of individuals for their own convenience or profit, such as banking companies, turnpike and railway companies. These are in a sense public, for they render service to the public, but they are distinguished from public corporations by the fact that the latter are founded by the government for public purposes alone. There is another class designated as public quasi corporations, which have some of the attributes of ordinary corporations, as boards of school commissioners, boards of county commissioners, boards for the equaliza

tion and assessment of taxes, boards of supervision of poorhouses, etc. Joint stock companies, formed for the purpose of carrying on commercial or manufacturing enterprises, which have all the features of a partnership, except that there is a substitution of a stockholder's liability for the ordinary liability of partners, are quasi corporations.

§ 514. Nature of corporations.-The fact that a corporation is a legal entity, having rights, liabilities and powers, different from those of its members, forms the basis of the law of corporations. The legal attributes that make a corporation an especially advantageous form of business organization are the limited liabilities on the part of its members, and the continuity of its existence notwithstanding changes in membership. When a group of persons are incorporated it means that the state has given to that group a legal personality and that the personality has an existence apart from its members. When a group of men enter into a joint undertaking through the organization of a partnership, all of their property is subjected to the risks of the venture, for a partner is personally liable for the debts of the partnership. In a corporation, however, each member is liable to lose only the amount of money he puts into the given undertaking and the rest of his estate is in no way jeopardized. Thus the modern corporation makes possible many venturesome undertakings into which men would be unwilling to enter under the legal liabilities attaching to partnership activities. Also the modern corporation makes it possible for a far greater number of individuals to combine their capital and efforts in a common undertaking than would be possible under the more cumbersome form of partnership organization.

The advantages of the continuity of existence are