tinuance of the partnership, or the attainment of the common end with a view to which it was entered into, practically impossible would seem upon principle to warrant a dissolution. (a) The par it would be for the benefit of the partnership. Ferrero v. Buhlmeyer, 34 How. Pr. 33. See, also, Seighortner v. Weissenbosh, 20 N. J. Eq. 172; Howell v. Harvey, 5 Ark. 27. Although partnership articles contain a clause requiring six months notice of an intention to dissolve, and a clause providing for arbitration, a court of equity has jurisdiction in a proper case to entertain a bill for an injunction and a receiver. Page v. Vankirk, 1 Brews. 282. It is error to refuse an application for a writ of partition to divide mills which are partnership property, upon the ground that the time fixed for the dissolution by the articles has not elapsed, if there are equitable grounds for such earlier dissolution. Jackson v. Geese, 35 Ga. 84. F. had a contract to carry the U. S. mail, and the contract expired on the 1st day of July, 1871. About the first of January, 1869, M. bought of F. the said contract for $350, and then sold a half interest therein to C., and M. and C. paid each one-half of the purchase money to F., and agreed between themselves that they would together carry said mail, and share equally in the profits and losses. On the 16th of May, 1870, M. refused to allow C. to have anything further to do with the business, although C. was ready, willing, and offered to do his part; and M. then claimed to have dissolved the arrangement between them, claiming that if it was a partnership, it was at will, and he could dissolve it at pleasure, and himself carry the mail until the close of the contract: Held, 1. That there was a partnership between the parties. 2. That from the acts and conduct of the parties, and other surrounding circumstances, the partnership was to continue for a fixed period, to-wit: until the expiration of the contract, which was the sole subject of the partnership. 3. That it was not in the power of M., sua sponte, to dissolve the partnership, as he claims he did; and, therefore, that it continued until it expired by limitation, and M. must account to C. for one-half of the profits accruing therefrom. Cole v. Moxley, 12 Gratt. 730. Where a partnership is formed for a definite term, neither partner can file a bill for dissolution of the partnership, or for the appointment of a receiver, before the expiration of the time limited, merely on the ground that he is dissatisfied, or that the partners quarrel. Henn v. Walsh, 2 Edw. 129. But a dissolution will be granted where dissension prevents all hope of advantage. Bishop v. Breckles, 1 Hoffm. 534. A partnership will not be dissolved by decree of court when circumstances render a dissolution inconvenient; e. g. when a large operation has been commenced, which cannot be arrested without serious loss. Richards v. Baurman, 65 N. C. 162. Where a dissolution is decreed for breach of the articles of partnership, the court may declare at what date the contract of partnership shall be considered at an end. Dumont v. Ruepprecht, 38 Ala. 175. A court of equity may decree the dissolution of a partnership ab initio, on good cause shown. Fogg v. Johnston, 27 Ala. 432. (a) See Harrison v. Tennant, 21 Beav. 482; Electric Telegraph Co. of Ireland, 22 Beav. 471. ticular circumstances which have given rise to litigation, and upon which partnerships have been judicially dissolved, are: 1. The hopeless state of the partnership business; *223 2. The confirmed lunacy of one of the partners; and *3. Misconduct on the part of one or more of the members of the firm, and the destruction of mutual confidence. Each of these grounds of dissolution requires to be more fully noticed. 1. As to the hopeless state of the partnership business.'-In Bar1. Insolvency. ing v. Dix (6) a partnership was formed between three Baring v. Dix. persons for the persons for the purpose of spinning cotton under a certain patent. The patented invention proved a failure, and two of the partners thereupon desired to wind up the affairs of the partnership and to sell its mills, but this was opposed by the other partner. However, on a bill filed against him the Court referred it to the Master to inquire and state whether the partnership business could be carried on according to the true intent and meaning of the articles of co-partnership, and declared that, on a report in the negative, a decree would be made for a dissolution of the partnership and a sale of its property. It does not appear in this case whether the partnership had been entered into for a definite time or not, nor whether the capital of the firm had been expended or not. In a more recent and important case, however, the Court recogLoss of capital. nized the fact that expectation of profit is implied in Baddeley. every partnership, and held that, if a partnership is entered into for a term of years, and the capital originally agreed Jennings v. 1 Wherever the conditions of a partnership are incapable of being fulfilled, or the fruits arising from it cannot be properly enjoyed, a good cause for renunciation is furnished. Howell v. Harvey, 5 Ark. 270. The impossibility of carrying on a joint business, profitably, upon the basis of the articles of agreement, is sufficient to authorize either party to demand a dissolution or rescission. Brien v. Harriman, 1 Tenn. Ch. 467; Seighortner v. Weisenborn, 20 N. J. Eq. 172; Holloday v. Elliott, 8 Oreg. 84. A dissolution will be decreed where the whole scheme is found to be visionary, impracticable, or founded upon erroneous principles. Lafond v. Deems, 52 How. Pr. 41; S. C. Abb. N. Cas. 318; Seighortner v. Weisenborn, sup. Simple insolvency, without stoppage of payment, or assignment, or any judicial process, does not work a dissolution of the partnership, or divest the partners of their dominion over the partnership property. Siegel v. Chidsey, 28 Pa. St. 279; Arnold v. Brown, 24 Pick. 89. (b) 1 Cox, 213. to be furnished has been all spent, and some of the partners are unable or unwilling to advance more money, and at the same time the concern cannot go on except at a loss unless they do, the partnership will be dissolved. (c) Under such circumstances as these it is unimportant whether the concern is already embarrassed or not. After everything has been done which was agreed to be done, and certain loss is the only result of going on, any partner is entitled to have the concern dissolved, although he may have agreed that the partnership should continue for some definite time and that time has not yet expired (d). If, in a case of this description, the firm is already insolvent and becomes more and more so every day, the Court will interfere *on motion, and appoint a person to sell the business *224 and wind up the affairs of the partnership, although it is not usual to grant such relief until the hearing of the cause (e). Bankruptcy. If a firm of partners, or even any one member of the firm, is adjudged bankrupt, the firm is dissolved; not only because it is impossible for the business of the firm to be carried on, but because there is a transfer of each bankrupt's interest to his trustee. (f)1 - in an action brought to recover damages for breach of an agreement to continue a partnership for five years: Held, that the fact that the whole capital provided for by the articles of copartnership had been lost, was sufficient ground for a refusal by one of the partners to continue the business. Ness v. Fisher, 5 Lans. 236. (d) Ibid. Van (e) Bailey v. Ford, 13 Sim. 495. (f) See post, p. 229, under the head Transfer of Interest. 1 See Griswold v. Waddington, 16 John. 491; Marquand v. N. Y. Manfg. Co. 17 John. 525; Gowan v. Jeffries, 2 Ashm. 296; Williamson v. Wilson, 1 Bland 418; Halsey v. Norton, 45 Miss. 703; Wilkins v. Davis, 15 N. B. R. 60; McNutt v. King, 59 Ala. 597. The assignee in such case is a tenant in common with the solvent partner in the joint stock. Wilkins v. Davis, sup.; Halsey v. Norton, sup.; McNutt v. King, sup. Where, after the bankruptcy of a firm, the partners continued the same kind of business under the same partnership name, and one of them, in the name of the firm, executed a written acknowledgment of a partnership debt discharged by the bankruptcy: Held, that the other partner was not bound by the acknowledgment, the bankruptcy having dissolved the partnership, and thus put an end to the right of one partner to bind the other; and the business transacted since the bankruptcy being an entirely new partnership. Atwood v. Gillett, 2 Dougl. 206. In an action by partners for the conversion of partnership property, a plea which avers the bankruptcy of one of them is a good and sufficient plea in bar. McNutt v. King, 59 Ala. 597. The transfer by an assignee in bank 2. Lunacy. Jones v. Noy. 2. As to the lunacy of one of the partners.-After considerable difference of opinion, it may be taken as finally settled, that the lunacy of à partner does not itself dissolve the firm; but that the confirmed lunacy of an active partner is sufficient to induce the Court to decree a dissolution, not only for the purpose of protecting the lunatic (g), but also for the purpose of relieving his co-partners from the difficult position in which the lunacy places them (h). In a leading case on this subject, two persons agreed to become partners as solicitors for twelve years; one of them became lunatic before the twelve years were out, and subsequently died. His co-partner continued to carry on the business for some time; but he eventually sold it; and it was held, that the legal personal representative of the lunatic was entitled to a share of the profits up to the time of the sale (). In delivering judgment the Court observed: "It is clear upon principle that the complete incapacity of a party to an agreement to perform that which was a condition of the agreement is a ground for determining the contract. The insanity of a partner is a ground for the dissolution of the partnership, because it is immediat incapacity; but it may not in the result prove to be a ground of dissolution, for the partner may recover from his malady. When a partner therefore is affected with insanity, the continuing partner may, if he think fit, make it a ground of dissolution, but in that case I consider, with Lord Kenyon, that in order to *225 make it a ground of dissolution he *must obtain a decree of the Court. If he does not apply to the Court for a deof dissolution, it is to be considered that he is willing to wait to see whether the incapacity of his partner may not cree Lunacy. ruptcy of one partner of a mere right of action for the conversion of personal property, does not invest the transferee with a legal title; the only effect of the transfer would be to authorize the transferee to sue in the name of the assignee, jointly with the solvent partners, and to receive the bankrupt's share of the amount recovered. McNutt v. King, supra. See, however, Davis v. Lane, 10 N. H. 161, per Parkes, C. J. An inquisition of lunacy, found against a member of a partnership, ipso facto, dissolves the partnership. Isler v. Baker, 6 Humph. 85. See Griswold v. Waddington, 15 John. 57; Cape Sable Co.'s Case, 3 Bland, 674. (g) Jones v. Lloyd, 18 Eq. 265. (h) See Sayer v. Bennet, 1 Cox, 107; Wrexham v. Hudlestone, 1 Sw. 514, note; Jones v. Noy, 2 M. & K. 125; Sadler v. Lee, 6 Beav. 324; Leaf v. Coles, 1 De G. M. & G. 171; Anon. 2 K. & J. 441; and Lord Eldon's observations in Waters v. Taylor, 2 V. & B. 303. (i) Jones v. Noy, 2 M. & K. 125. prove merely temporary. If he carry on the partnership business in the expectation that his partner may recover from his insanity, so long as he continues the business with that expectation or hope, there can be no dissolution." Evans, and Williams v. Rowlands. In Rowlands v. Evans and Williams v. Rowlands () one of three partners in a mine had become lunatic, and com- Rowlands v. mittees of his estate had been appointed. A bill was filed by one of the same partners for a dissolution; and a cross-bill was filed by the committees of the lunatic for the appointment of a manager, on the ground that the affairs of the partnership could be carried on advantageously to all parties, notwithstanding the lunacy. There was evidence to show that this was true; but the Master of the Rolls held that the partnership must be dissolved, and that the Court could not appoint a manager to carry on the concern for the benefit of the lunatic's estate. The partnership property was ordered to be sold as a going concern, with liberty to all parties to bid, and a receiver and manager was appointed until the sale. In order to induce the Court to decree a dissolution on the ground of the insanity of one of the partners, the Court must Evidence of be satisfied by clear evidence that the insanity exists lunacy. and is incurable (k)'; a temporary illness is not sufficient (1); and notwithstanding strong evidence as to the past, the Court requires to be convinced that the insanity exists at the time its interference is called for, and it will, therefore, if necessary, before making a decree, direct an inquiry whether the alleged lunatic is in such a state of mind as to be able to conduct the business of the firm in partnership with the other members, *according to *226 the articles of partnership. (m) But no such inquiry is (j) 30 Beav. 302. In the same case it was held that the committees could not exercise an option which the lunatic had of buying the share of one of his copartners. The right of pre-emption had accrued to the lunatic before his lunacy, and that event occurred before the time for exercising the option had expired. (k) See Kirby v. Carr, 3 Y. & C. Ex. 184; Anon. 2 K. & J. 441. 1 On the question of the mental competency of a party to make a division, with his co-partner and co-tenant, of a large personal and real estate, the degree of injustice and inequality in the division will be taken into consideration, with the proof in regard to incompetency. Doughty v. Doughty, 7 N. J. Eq. 227. (7) See the last note, and Whitwell v. Arthur, 35 Beav. 140; Huddlestone's case, cited 2 Ves. Sen. 34, and Sayer v. Bennet, 1 Cox, 107. (m) See Anon. 3 K. & J. 441; Kirby v. Carr, 3 Y. & C. Ex. 184, and Sayer v. Bennet, 1 Cox, 107, in which two last |