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ARTICLE I.

What Constitutes a Partnership. Section

Section 2395. Partnership.

2397. Formation of partnership. 2396. Shipowners.

2395. Partnership is the association of two or more persons, for the purpose of carrying on business together, and dividing its profits between them.

2396. Part-owners of a ship do not, by simply using it in a joint enterprise, become partners as to the ship.

2397. A partnership can be formed only by the consent of all the parties thereto, and therefore no new partner can be admitted into a partnership without the consent of every existing member thereof.

ARTICLE II.

Partnership Property. Section

Section 2401. Partnership property. 2405. Partnership property liable 2402. Partner's interest in part for debts. nership property.

2406. What property is partner2403. Share in profits and losses. ship property by presump2404. When division of losses im

tion. plied. 2401. The property of a partnership consists of all that is contributed to the common stock at the formation of the partnership, and all that is subsequently acquired thereby.

2402. The interest of each member of a partnership extends to every portion of its property.

2403. In the absence of any agreement on the subject the shares of partners in the profit or loss of the business are equal, and the share of each in the partnership property is the value of his original contribution, increased or diminished by his share of profit or loss.

2404. An agreement to divide the profits of a business implies an agreement for a corresponding division of its losses, unless it is otherwise expressly stipulated.

2405. Each member of a partnership may require its property to be applied to the discharge of its debts, and has a lien upon the shares of the other partners for this purpose, and for the payment of the general balance if any due to him.

2406. Property, whether real or personal, acquired with partnership funds, is presumed to be partnership property.

ARTICLE III.
Mutual Obligations of Partners.

Section

Section 2410. Partners trustees.

2413. No compensation for serv2411. Good faith.

ices to firm. 2412. Mutual liability to account.

2410., The relations of partners are confidential. They are trustees for each other within the meaning of chapter one of the title on trusts, and their obligations as such trustees are defined by that chapter.

2411. In all proceedings connected with the formation, conduct, dissolution, and liquidation of a partnership, every partner is bound to act in the highest good faith toward his co-partners. He may not obtain any advantage over them in the partnership affairs by the slightest misrepresentation, concealment, threat, or adverse pressure of any kind.

2412. Each member of a partnership must account to it for everything that he receives on account thereof, and is entitled to reimbursement therefrom for everything that he properly expends for the benefit thereof, and to be indemnified thereby for all losses and risks which he necessarily incurs on its behalf.

2413. A partner is not entitled to any compensation for services rendered by him to the partnership.

ARTICLE IV.

Renunciation of Partnership.

Section

Section 2417. Renunciation of future 2418 Effect of renunciation.

profits exonerates from lia

bility. 2417. A partner may exonerate himself from all future liability to a third person, on account of the partnership, by renouncing, in

good faith, all participation in its future profits, and giving notice to such third person, and to his own co-partners, that he has made such renunciation, and that, so far as may be in his power, he dissolves the partnership and does not intend to be liable on account thereof for the future.

2418. · After a partner has given notice of his renunciation of the partnership, he cannot claim any of its subsequent profits, and his co-partners may proceed to dissolve the partnership.

CHAPTER II.

General Partnership.
Article I. What is a General Partnership.

II. Powers and Authority of Partners.
III. Mutual Obligations of Partners.
IV. Liability of Partners.

V. Termination of Partnership.
VI. Liquidation.
VII. Of the Use of Fictitious Names.

ARTICLE 1.

What Is a General Partnership. Section

2424. General partnership, what.

2424. Every partnership that is not formed in accordance with the law concerning special or mining partnerships, and every special partnership, so far only as the general partners are concerned, is a general partnership.

ARTICLE II.

Powers and Authority of Partners.

Section
2428. Majority power.
2429. Individual power.

Section
2430. Authority partner has not.
2431. Bad faith, when ineffectual.

2428. Unless otherwise expressly stipulated, the decision of the majority of the members of a general partnership binds it in the conduct of its business.

2429. Every general partner is agent for the partnership in the transaction of its business, and has authority to do whatever is necessary to carry on such business in the ordinary manner, and for this purpose may bind his co-partners by an agreement in writing.

2430. A partner, as such, has not authority to do any of the following acts, unless his co-partners have wholly abandoned the business to him, or are incapable of acting:

1. To make an assignment of the partnership property or any portion thereof to a creditor, or to a third person in trust for the benefit of a creditor or of all creditors;

2. To dispose of the good-will of the business;

3. To dispose of the whole of the partnership property at once, unless it consists entirely of merchandise;

4. To do any act which would make it impossible to carry on the ordinary business of the partnership;

5. To confess a judgment;
6. To submit a partnership claim to arbitration;

7. To do any other act not within the scope of the preceding section.

2431. A partner is not bound by any act of a co-partner, in bad faith toward hin, though within the scope of the partner's powers, except in favor of persons who have in good faith parted with value in reliance upon such act.

ARTICLE III.

Mutual Obligations of Partners.

Section

Section 2435. Individual partner's profits. 2437. In what he may engage. 2436. In what business partner 2438. Must account for profits to may not engage.

the firm.

2435. All profits made by a general partner, in the course of any business usually carried on by the partnership, belong to the firm.

2436. A general partner, who agrees to give his personal attention to the business of the partnership, may not engage in any business which gives him an interest adverse to that of the partnership, or which prevents him from giving to such business all the attention which would be advantageous to it.

2437. A partner may engage in any separate business, except as otherwise provided by the last two sections.

2438. A general partner transacting business contrary to the provisions of this article may be required by any co-partner to account to the partnership for the profits of such business.

ARTICLE IV.

Liability of Partners. Section

Section 2442. Liability to third persons. 2444. One held out as partner. 2443. For each other's acts. 2445. Not liable as partner unless

such in fact. 2442. Every general partner is liable to third persons for all the obligations of the partnership, jointly with his co-partners.

2443. The liability of general partners for each other's acts is defined by the title on agency.

2444. Any one permitting himself to be represented as a partner, general or special, is liable, as such, to third persons to whom such representation is communicated, and who, on the faith thererf, give credit to the partnership.

2445. No one is liable as a partner who is not such in fact, except as provided in the last section.

ARTICLE V.

*Termination of Partnership. Section

Section 2449. Duration of partnership. 2452. Partner entitled to disso2450. Total dissolution.

lution. 2451. Partial dissolution.

2453. Notice of termination. 2454. Notice, change of name.

2449. If no term is prescribed by agreement for its duration, a general partnership continues until dissolved by a partner or by operation of law.

2450. A general partnership is dissolved as to all the partners : 1. By lapse of the time prescribed by agreement for its duration;

2. By the expressed will of any partner, if there is no such agreement;

3. By the death of a partner;

4. By the transfer to a person, not a partner, of the interest of any partner in the partnership property;

5. By war, or the prohibition of commercial intercourse between the country in which one partner resides and that in which another resides; or,

6. By a judgment of dissolution.

2451. A general partnership may be dissolved, as to himself only, by the expressed will of any partner, notwithstanding his agreement for its continuance, subject however to liability to his co-partners for any damage caused to them thereby, unless the circumstances are such as entitle him to a judgment of dissolution.

2452. A general partner is enttiled to a judgment of dissolution:

1. When he, or another partner, becomes legally incapable of contracting;

2. When another partner fails to perform his duties under the agreement of partnership, or is guilty of serious misconduct; or,

3. When the business of the partnership can be carried on only at a permanent loss,

2453. The liability of a general partner for the acts of his copartners continues, even after a dissolution of the co-partnership, in favor of persons who have had dealings with and given credit to the partnership during its existence, until they have had personal notice of the dissolution; and in favor of other persons untli such dissolution has been advertised in a newspaper published in every county where the partnership, at the time of its dissolution, had a place of business, if a newspaper is there published, to the extent in either case to which such persons part with value in good faith, and in the belief that such partner is still a member of the firm.

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