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Part III. a dissolution, and notwithstanding a clause in
shall receive all the debts. But partners are
A partner cannot bind the firm by deed, unless authorised by deed to do so. (Broom Com. 544; 2 Ste. Com. 99, 100; Lindley, 223.)
Partners in a trade strictly mercantile may bind each other by bills or notes in the name of the firm. (Sm. Merc. Law, 45;
Lindley, 213.) Remedies.
An action will lie, by one partner against one partner another, for a balance due on an account against an
taken, where the balance has been struck, Suit in Chan- and in some other cases of partnership. But
a partnership account is usually taken in
The liability of a partner to third persons, in bility, and re- respect of the engagements of his co-partners, sponsibility of partners.
commences with his admission into the firm; so that he will not in general be liable on a contract effected before he was admitted.
Commencement of lia.
(Sm. Merc. Law, 48; Broom Com. 546 ; PART III.
Tit. II. Tudor Ca. on M. L. 314; Lindley, 311-12.) CAP. V.
If one partner makes an admission, acknowledgment, or representation, his copartners are generally bound by it. And if notice is given by or to one partner, it is tantamount to notice by or to all. And if one partner is guilty of a breach of contract, negligent wrong, or fraud, in conducting the business of the firm within the scope of his authority, the others are generally liable. (Sm. Merc. Law, 47-8 ; Lindley, 230-53.) As to those who bave not dealt with a firm Cessation of
liability. before its dissolution, the liability of a partner ceases upon his dissolving the partnership, removing his name from the firm, and giving general notice of the dissolution in the
Gazette. But particular notice must be given to those who have previously dealt with the firm. (Sm. Merc. Law, 49; Broom Com. 547; Tudor Ca. on M. L. 315; 2 Ste. Com. 102; Lindley, 324, 327, 330, 335-6.)
The retiring partner will still, however, remain liable in respect of engagements prior to the dissolution, unless the creditor who seeks to charge him has, expressly or impliedly, agreed to the substitution of the credit of the new firm for that of the old.
Rights of creditors.
Part III. (Tudor Ca. on M. L. 315, 318-9; Broom
The liability of a dormant partner ceases on his retirement, except as to persons who knew him to be a partner, and to whom he has not given notice of his retirement. (Broom Com. 548; 2 Ste. Com. 102; Tudor Ca. on M. L. 315; Lindley, 326.)
On the death of a partner, his personal representative is exonerated at law; but in equity the estate of the deceased is liable until his debts have been discharged. (Sm. Merc. Law, 51; Tudor Ca. on. M. L. 316.)
The creditors of the partnership have a right to the payment of their debts out of the partnership funds, before the private creditors of either of the partners, although, at law, this is generally disregarded. On the other hand, in equity, the separate creditors of each partner are entitled to be first paid out of the separate effects of their debtor, before the partnership creditors can claim anything, although, at law, a joint creditor may proceed directly against the separate estate. (Sm. Manual of Equity, 317; Tudor Ca. on M. L. 316, 356.)
A partnership may be dissolved : 1. By effluxion of time. 2. By mutual consent. 3. By the decree of a Court of Equity, in
case the partnership undertaking originated PART III.
Tit. II. in fraud, misrepresentation, or oppression, Cap. V. or cannot be carried on at all, or at least according to the stipulations in the articles, or without injury to all the partners; or in case of the permanent insanity or incapacity or the gross misconduct, as partner, of one of the firm ; such as refusing to account
1 for his receipts. 4. If no limit was originally fixed, it is called a partnership at will, and may be dissolved by either partner at a moment's notice, unless such a dissolution would be in ill-faith, or would work an irreparable injury. 5. The entire partnership is also dissolved by a general assignment by one or more of the partners, or by an execution on the partnership effects by a creditor, or by the bankruptcy of any partner, or by his outlawry, or by his attainder of treason or felony. 6. And the death of a partner, or the marriage of a female partner, operates
a dissolution. But in the case of a partnership of three or more persons, the other persons may, of course, come to a new agreement to carry on the business upon the old terms. (Sm. Merc. Law, 27-3; Sm. Manual of Equity, 315; 2 Ste. Com. 98; Tudor Ca. on M.L.331-9; Lindley, 178-87.)
PARTIES TO BILLS OF EXCHANGE AND PROMIS
property in a
Negotiable Instruments. PART III. CHOSES IN ACTION, (i.e. rights to things which Tit. II. CAP. VI. are not in possession, but can only be re
covered, if withheld, by an action,) are not Transfer of assignable at law. The ownership in a chattel chattel per personal cannot, except by sale in market not vested." overt, be transferred at law to a vendee
by a person in whom it is not vested. But negotiable instruments are an exception to this rule. (Sm. Merc. Law, 202; Broom
Com. 428-30.) Negotiable
An instrument is properly negotiable, when the legal right to that which is secured by it, and the right of action on it in case of default, are transferable from one person to another,
so as to enable the latter to sue upon it in his What are ne- own name. Thus, bills, whether payable to gotiable.
order or to bearer, are negotiable ad infinitum ; and the transfer vests in the assignee a right of action in his own name on the in