6816. By giving to the partner who shall offend in any of the particulars aforesaid,

6817. Or leaving in the usual office of the partnership business a notice in writing (6996),

6818. Declaring the said partnership to be dissolved and determined: 6819. And the said partnership shall, from the time of giving or leaving such notice (6817), or from any other time to be therein specified for the purpose, absolutely cease and determine accordingly,

6820. Without prejudice, nevertheless, to the remedies of the respective partners for the breach or non-performance of all or any of the covenants and conditions contained in these presents, at any time or times before the determination of the said partnership:

6821. And the party to whom the said notice shall be given shall be considered as quitting the said business,

6822. For the benefit of the partner who shall give the said notice : 6823. And both the said partners shall join (7035-6) in causing a proper notice of the dissolution of the said partnership to be inserted in the London Gazette. 6824. That in case either of the said partners shall die before the expiration of the term of the said partnership, then the surviving partner shall, within the space of six calendar months next after the decease of the partner so dying, settle and adjust with the representative or representatives of the deceased partner, all accounts, matters, and things relating to the said partnership:

6825. And if the surviving partner shall be desirous of purchasing the share of the deceased partner, of and in the property, credits, and effects of the said partnership, then the value thereof shall be ascertained by two disinterested persons, one to be chosen by the surviving partner, and the other by the representative or representatives of the deceased partner;

6826. And the surviving partner shall therefore become the purchaser of such share at such valuation,

6827. And shall enter into a bond, in a sufficient penalty, for securing to the representative or representatives of the deceased partner the amount of such valuation,

6828. By three equal instalments;

6829. At the respective periods of six, twelve, and eighteen calendar months next after the decease of the partner who shall so die as aforesaid,

6830. With interest at the rate of five per cent. per annum from the time of such decease;

6831. And also a bond for indemnifying the estate and effects of the deceased partner against the debts and demands due or owing by or from the said partnership,

6832. On having a proper assignment or assurance executed for vesting in the surviving partner the share of the deceased partner,

6833. And enabling such surviving partner to collect and get in all the credits and effects due, owing, and belonging to the said partnership.

6834. But in case, at the decease of either of the said partners as aforesaid, the surviving partner shall decline to purchase the share of the deceased partner in manner aforesaid,

6835. Then the credits and effects of the said partnership shall be collected in or converted into money;

6836. And out of the money arising therefrom all the debts due from the said partnership shall be discharged,

6837. And the surplus or residue (if any) shall be divided between the said surviving partner and the representative or representatives of the deceased partner,

6838. In the proportion of two-thirds to John Smith the elder or his representative or representatives (6754),

6839. And one-third to John Smith the younger or his representative or representatives.

6840. THAT in case of the determination of the said partnership by either of the said partners, by notice as aforesaid (6816), the partner giving the said notice shall have the like option of purchasing the share of the partner to whom the said notice shall be given as is hereby given to the surviving partner upon the decease of either of the said partners (6824), and upon the same terms in all respects;

6841. And if such partner shall decline to purchase the share upon the terms aforesaid, then the said partnership accounts and affairs shall be adjusted and wound up in the same manner as is hereinbefore provided in the event of the death of either of the said partners and the surviving partner declining to purchase the share of the deceased partner (6834).

6842. THAT in case the said John Smith the elder shall die before the expiration of the term of the said partnership, then

6843. The said John Smith the younger shall have the option of purchasing from his representative or representatives the messuage in Cheapside aforesaid, where the said business is now carried on,

6844. At the price or sum of £——,

6845. Provided that the said John Smith the younger signify his intention of becoming the purchaser of the said messuage to the representative or representatives of the said John Smith the elder,

6846. Within three calendar months next after the decease of the said John Smith the elder:

6847. And the said John Smith the younger shall accept an assignment (to be prepared at his expense) of the term of the said John Smith the elder in the said leasehold premises, whereof years are now unexpired, subject

to the yearly rent of £

6848. Without requiring the production of the lessor's title.

6849. THAT if, at any time during the said partnership, or at any time after the expiration or determination thereof, any dispute, doubt, or question shall arise between the said partners, or their respective heirs, executors, or administrators, either on the construction of these presents, or respecting the accounts, transactions, losses or profits of the business of the said partnership, then every such dispute, doubt, or question shall be referred to the arbitration of two disinterested persons,

6850. One to be named by each party in dispute;

6851. Or in case either of the parties in dispute shall, upon the request of the other of the said parties,

6852. Or within the seven days next following such request,

6853. Refuse or neglect to join in such nomination, then

6854. Both of the said arbitrators to be named by the other of the said parties :

6855. And in case any such referees cannot agree upon an award, then the dispute, doubt, or question shall stand referred to the arbitration of such one person as the two referees shall,

6856. Before they shall proceed in the reference, appoint as their umpire,

covenant, depend solely upon good faith and confidence between the parties; for,

6884. No Mutual Obligation.-When a firm, as such, undertakes to do anything for one of its partners, in his individual capacity, or he for the firm, the arrangement cannot be legally enforced; because

6885. Incongruous Relationship. It is held that in the event of an action arising between a firm and one of the partners therein, upon a matter not provided for in the articles (6875), the latter would stand in the position of both plaintiff and defendant, a manifest absurdity which no court would permit ; and

6886. Worthless Deeds.-Though a deed be entered into between a firm collectively and an individual partner, for any object whatever not provided for in the articles (6875), the law cannot be effectually invoked to enforce it; while

6887. Worthless Bills.-Bills of exchange and promissory notes, drawn or accepted by a firm, in the interest of an individual partner, or by the latter in the interest of the former, are, as between themselves, only so much waste paper; though

6888. Rights of Holders.—A stranger, who duly holds the bill or note of a firm, originally executed in the interest of one of the partners, or vice versa, has his action both against the firm and the individual.

6889. Hardship.-The fact that debts and securities for money, as between a firm and one of its partners, are worthless, has often led to much hardship upon individuals; for

6890. Innocent Victims.—If an individual partner supplies goods, or lends money, to the firm of which he is one, he has no action either for payment or recovery; therefore,

6891. Personal Security.—Before an individual partner consents to supply goods or to lend money to the firm, unless he is prepared to risk a breach of good faith, he should take care to obtain the personal security or guarantee of each of his partners individually; for,

6892. Separate Responsibility.-Though written securities between a firm and one of its partners are of no binding legal effect, securities and obligations between each other as individuals are as binding as if they were not partners; thus,

6893. Separate Trades.-Six or more individuals may be partners in one trade, and each one may be separately engaged in a separate trade, without any community of responsibility, right, or interest, in the six trades which are carried on separately; and

6894. Distinct Dealings.--Any two or more, of several partners, may have their own distinct dealings together,—may buy or sell, borrow or lend,-with as complete binding effect upon each other, as if they were in no wise partners, the firm being entirely free from any of their individual engagements or responsibilities, either with each other or strangers; and

CROSS PARTNERSHIPS.

6895. Two or more of several partners, in one trade, may enter into partnership in another trade, without in the least committing or compromising each separate firm; but

6896. Mutual Insecurity.-When a man is a partner in two firms, the two firms cannot do business together with legal security; because

6897. Actions Barred.-No action can be maintained between a man as partner in one firm and himself as partner in another firm, which would make him both plaintiff and defendant, the same as in a case between him and his own firm when he is partner in only one (6885); therefore,

6898. Outrageous Credit.-If a man is an ostensible partner in one firm, and a dormant partner (6724) in another firm, the latter may procure outrageous credit from the former with perfect impunity and immunity from legal obligation, before the former has become aware of the relationship subsisting; consequently,

6899. Disastrous Consequences.—It is obvious that the most disastrous consequences may arise from a man being a partner in two or more concerns at the same time; and so

6900. Necessary Prohibition.—Every deed of partnership should include a clause prohibiting every partner from becoming a partner in any other concern (6812).

CASH TRANSACTIONS BETWEEN PARTNERS.

6901. Individual Obligations.—If one partner lends another partner money, to be employed in the business of the firm, or pledges his own private property or credit, to enable his co-partner to obtain money or goods, for the purpose of making up the proportion of his contribution to the general stock, the partner who has so lent his money or pledged his credit, has the same remedy against his copartner as any third party who had done the same would have.

6902. Individual Restoration.-When one partner receives the money of a co-partner and appropriates it purposely or by mistake to the use of the firm, the former is liable for the restoration of the money to its individual owner.

6903. Individual Borrowing.-Though a partner, in borrowing money from his firm, does not become liable to the firm by action, yet if he give one of the individual partners a note of hand for the money, he becomes liable to an action for recovery by that individual partner, though the money belongs to the firm.

FRAUD BETWEEN PARTNERS AND FIRMS.

6904. Technically Impossible.-In its ordinary acceptation, there can be no fraud between a partner and his firm of which the law can take cognizance as such; but,

6905. Secret Profits.-Four partners carried on the business of sugar refining, and entrusted to one of their number the duty of buying raw sugar on behalf of the firm. That one secretly dealt in sugars for a length of time, without the knowledge of his copartners, and sold his own sugars to the firm, so as to make a profit on each transaction. Upon discovery of what was going on, the case was carried into court, and it was held that the fraudulent partner was bound to account to the firm for the whole of the profit he had made, to which the firm was declared to be entitled.

6906. Secret Securities. In a case where a partner obtained money to his own use by secretly executing and negotiating a promissory note in the name of the firm, it was held that the firm were entitled to recover against him as for money paid to his use.

THEFT BY PARTNERS.

6907. Impossible.—When a man is really partner in a firm, it is obvious that a theft by him of the property of the firm is impossible, however small his interest in the concern may be; for,

6908. Unlimited Rights.-As a partner's responsibilities are unlimited (6813), as far as his firm's transactions are concerned, so also his rights are unlimited in dealing with the property of the firm; thus,

PARTNERSHIP ACCOUNTS.

6909. If a partner takes away any money or property of the firm, the utmost that the other partners can do is to charge him therewith in the accounts.

6910. Periodical Balancing.—In the ordinary course of a partnership business, of course accounts are made up from time to time, and a balance struck upon which future accounts may be based; but,

6911. Arrears.-When, from any cause, the accounts of a partnership fall into arrear, and disputes arise concerning them,