of all the partnership property and plant, though the dissolution may have arisen solely out of his misconduct; and,

7064. Large Powers of Executors.-The executors of a deceased partner, in the absence of any stipulation by the deed, and in the absence of any direction by will, have extremely large powers to insist upon very extravagant concessions by the surviving firm, in the interest of the cestui que trust (5041); for,

7065. Wise or Unwise.—The executors of a deceased partner, in the absence of any provision in the deed to the contrary, can effectually insist upon the sale by auction of all the partnership property and plant, whether that course may seem best or otherwise to the surviving partners.

7066. Attempted Remedies.-The manifest inconvenience, and probable loss, arising from the sale by auction of the property and plant of a firm, upon retirement or death of only one partner, has led to many efforts to obtain legal decisions in restraint of such a power; but,

7067. Under the "Hammer."—In the event of the death of a partner, in the absence of provisions contemplating that event, all the legal decisions tend to confirm the theory, that the executors of the deceased have the most unqualified right, at their sole discretion, to insist upon the breaking up of the property and plant of the firm, so that its real value may be determined under the "hammer;" otherwise,

7068. Under Wills.—When a deceased partner has directed by will how his share of the partnership property shall be computed or allowed for, his executors are bound by such direction; and,

7069. Upon Retirement.-Though a retiring partner may be retired through his own misconduct, unless the surviving partners can adduce the most unqualified evidence as to the value of the property and plant, or are willing to pay him a very extravagant amount in respect of his waiving his right, he can legally insist upon a sale of the whole property and plant by auction.

7070. Vain Compromise.—Certain continuing partners who had effectually maintained their claim to expel one of their number from the partnership, claimed in court to have the concern valued, and to take the expelled partner's portion at such valuation, or that he should take away his share; but the decision was as follows :

"My opinion is clearly that these are not terms to which the plaintiff is bound to accede. The defendants had no more right to turn him out than he had to turn them out upon those terms. Their rights were precisely equal; to have the whole concern wound up by a sale, and a division of the produce."

7071. Arbitration.-A notable case of arbitration is on record where, upon the dissolution of a partnership, an arbitrator was authorized by the parties to settle the mode of winding up.

7072. Sealed Offers.—The arbitrator required, before he gave his decision upon the other points in dispute, that each partner should separately hand to him a sealed offer of a price for the plant, utensils, and fixtures; with the understanding that,

7073. Highest Bidder.—The highest bidder should be the purchaser; and,

7074. Decision Confirmed.—The award accordingly was confirmed on appeal, binding the highest bidder to pay, and the other to accept his share of the amount of the bid, in discharge of his claim in respect of his share.

PARTNERSHIP EXECUTORS.

7075. Additional Complications.-The settlement of partnership accounts is additionally complicated, where the executor of a deceased partner is also a partner himself; for,

7076. Auction Inevitable.—In that case no sale of the deceased's share can be legally made by the executor, either to himself alone, or to himself and partners jointly, or to his partners excluding himself; thus,

7077. Vain Agreemeni.-An executor was a partner, another was a son of the deceased, and a third was a stranger. Those three agreed with the other surviving partners for a sale to the latter of the deceased's share, at the price ascertained by two valuers, one appointed by the executors, and the other by the surviving partners, for the purpose, in reality, of its being sold to his son, the executor, which was accordingly done; but,

7078. Lord Eldon on the Case.—The sale was set aside by Lord Eldon, who said that if it were clear that, according to the articles of partnership, the stock was to be valued and sold at a valuation, it would be difficult even then to say that the sale could stand, if in truth, whatever were the form, it was a sale by one executor who was a partner, to another executor, who was also a selling party, and who was about to become a partner; on the other hand,

CONTINUING SHARE.

7079. Illegal Continuance.-When a partner dies, it is illegal for his executors to allow his capital, property, or goods, to continue employed in the firm, unless the will expressly empowers them to do so; for,

of all the partnership property and plant, though the dissolution may have arisen solely out of his misconduct; and,

7064. Large Powers of Executors.-The executors of a deceased partner, in the absence of any stipulation by the deed, and in the absence of any direction by will, have extremely large powers to insist upon very extravagant concessions by the surviving firm, in the interest of the cestui que trust (5041); for,

7065. Wise or Unwise. The executors of a deceased partner, in the absence of any provision in the deed to the contrary, can effectually insist upon the sale by auction of all the partnership property and plant, whether that course may seem best or otherwise to the surviving partners.

7066. Attempted Remedies.-The manifest inconvenience, and probable loss, arising from the sale by auction of the property and plant of a firm, upon retirement or death of only one partner, has led to many efforts to obtain legal decisions in restraint of such a power; but,

7067. Under the "Hammer.”—In the event of the death of a partner, in the absence of provisions contemplating that event, all the legal decisions tend to confirm the theory, that the executors of the deceased have the most unqualified right, at their sole discretion, to insist upon the breaking up of the property and plant of the firm, so that its real value may be determined under the "hammer;" otherwise,

7068. Under Wills.-When a deceased partner has directed by will how his share of the partnership property shall be computed or allowed for, his executors are bound by such direction; and,

7069. Upon Retirement.-Though a retiring partner may be retired through his own misconduct, unless the surviving partners can adduce the most unqualified evidence as to the value of the property and plant, or are willing to pay him a very extravagant amount in respect of his waiving his right, he can legally insist upon a sale of the whole property and plant by auction.

7070. Vain Compromise.-Certain continuing partners who had effectually maintained their claim to expel one of their number from the partnership, claimed in court to have the concern valued, and to take the expelled partner's portion at such valuation, or that he should take away his share; but the decision was as follows:

"My opinion is clearly that these are not terms to which the plaintiff is bound to accede. The defendants had no more right to turn him out than he had to turn them out upon those terms. Their rights were precisely equal; to have the whole concern wound up by a sale, and a division of the produce."

7071. Arbitration.-A notable case of arbitration is on record where, upon the dissolution of a partnership, an arbitrator was authorized by the parties to settle the mode of winding up,

7072. Sealed Offers.-The arbitrator required, before he gave his decision upon the other points in dispute, that each partner should separately hand to him a sealed offer of a price for the plant, utensils, and fixtures; with the understanding that,

7073. Highest Bidder.-The highest bidder should be the purchaser; and,

7074. Decision Confirmed.—The award accordingly was confirmed on appeal, binding the highest bidder to pay, and the other to accept his share of the amount of the bid, in discharge of his claim in respect of his share.

PARTNERSHIP EXECUTORS.

7075. Additional Complications.-The settlement of partnership accounts is additionally complicated, where the executor of a deceased partner is also a partner himself; for,

7076. Auction Inevitable.—In that case no sale of the deceased's share can be legally made by the executor, either to himself alone, or to himself and partners jointly, or to his partners excluding himself; thus,

7077. Vain Agreemeni.—An executor was a partner, another was a son of the deceased, and a third was a stranger. Those three agreed with the other surviving partners for a sale to the latter of the deceased's share, at the price ascertained by two valuers, one appointed by the executors, and the other by the surviving partners, for the purpose, in reality, of its being sold to his son, the executor, which was accordingly done; but,

7078. Lord Eldon on the Case.—The sale was set aside by Lord Eldon, who said that if it were clear that, according to the articles of partnership, the stock was to be valued and sold at a valuation, it would be difficult even then to say that the sale could stand, if in truth, whatever were the form, it was a sale by one executor who was a partner, to another executor, who was also a selling party, and who was about to become a partner; on the other hand,

CONTINUING SHARE.

7079. Illegal Continuance.-When a partner dies, it is illegal for his executors to allow his capital, property, or goods, to continue employed in the firm, unless the will expressly empowers them to do so; for,

JOINT STOCK COMPANIES.

INTRODUCTION.

FORMERLY NO DISTINCTION.

7098. Formerly, the law did not recognize any distinction between private partnerships and joint stock companies; so that

7999. Same Footing as Partnerships.—Ordinary associations and companies were, of old, upon precisely the same footing as were private partnerships, with the like imperfect collective power (6895), and the like extravagant individual power and liability (6908, 6912).

CHARTERED COMPANIES.

7100. In order to mitigate or get over the difficulties of the law of partnership, as applied to large bodies of shareholders, it was customary, in former generations, for the originators of considerable joint stock undertakings to procure a charter of incorporation, which set aside the common law, and restricted or determined, in each separate charter, the lawful objects, powers, privileges, and liabilities of the shareholders, collectively and individually, of the company referred to by each charter obtained; but

7101. Almost Obsolete.-Charters for the incorporation of great companies have become almost obsolete, in favour of special Acts of Parliament, which, while conferring extraordinary powers for permitting and enabling the construction of the works, may also include provisions for defining, restricting, and enforcing the collective and individual powers, rights, and liabilities of the shareholders, as such.

PARLIAMENTARY COMPANIES.

7102. The objects for which many modern companies have been formed, especially those for the construction of railways and other works of a similar character, have rendered Acts of Parliament necessary to confer upon the companies extraordinary powers to acquire land, and special powers to enable them to carry out the works.

OLD COMPANIES.

7103. Virtual Prohibition.-As it is obvious that very many joint stock undertakings are not, and formerly were not, of sufficient