1 Ante, p. 73. A dissolution may be decreed for a variety of causes, as for embezzling the funds of the firm, or misapplying them, or otherwise violating the partnership articles, Durbin v. Barbet, 14 Ohio, 312; Essel v. Hayward, 30 Beav. 158; for introducing a stranger into the firm, Master v. Kiston, 3 Ves. 75; for acts done by one partner inconsistent with his obligations as a part ner. Smith v. Joyes, 4 Beav. 503; be. cause one partner fails to furnish as much capital as he contracted to furnish, Wood v. Beath, 23 Wis. 258; Durbin v. Barbett, ante; because one partner contracts habits of drunkenness, or neglects the business or otherwise so conducts himself as to destroy the mutual confidence so essential to this relation, Ross v. Henderson, 77 N. C. 170; Norway v. Rowe, 19 Ves. 148; habitual extravagance in the conduct of the business, Norway v. Rowe, ante; Leighortner v. Weisenbom, 20 N. J. Eq. 172; fraudulent conduct, Oldaker v. Laumder, 6 Sim. 239, or indeed any act on the part of one partner that injuriously affects the business, or injures his capacity for usefulness in the firm. Meagher v. Cox, 37 Ala. 401; Richards v. Baurman, 65 N. C. 162. So, too, a dissolution will be decreed, when from any cause the business becomes impracticable; as where the partners cannot agree

upon the conduct of the business, and have frequent quarrels, Bishop v. Breckles, 1 Hoff. Ch. (N. Y.) 536; Blake v. Dorgan, 1 Iowa, 540, or where one excludes the other from the business, Dupont v. Ruprecht, 38 Ala. 176, or where from the state of antagonism or ill feeling between the partners the business cannot be profitably conducted to their mutual advantage, Watney v. Wells, 30 Beav. 60; where the business cannot be carried on consistently with the meaning of the contract, as, where it is evident that no profits can be made therefrom, Baring v. Dix, 1 Cox's Ch. 213; Jennings v. Bradley, 3 K. & J. 82. So, a court of equity may decree the dissolution of a partnership during the term for which it was entered into, and declare it void, ab initio, where there is fraud, imposition, misrepresentation, or oppression in the original agreement; and may also decree a dissolution, for causes arising subsequently to its formation, founded upon fraud, misconduct, or violation of duty by one partner, or on account of his incapacity to perform his obligation and to contribute his skill, labor, and diligence in the promotion and accomplishment of the objects of the copartnership; or for the existence of an impracticability in the undertaking for which the partnership was formed. Where it is shown the partner

asking a dissolution was deceived and misled by the representations of his copartner, as to his skill and capacity as a machinist and engineer, a dissolution may be decreed, if the equities require it, to date from the time of his abandonment of the contract, and notice thereof given to the defendant. Fogg v. Johnston, 27 Ala. 432; Brien v. Harriman, 1 Tenn. Ch. 467. So appropriating the funds of the firm to his own use with out the consent of his copartners, is such a violation of good faith on his part, and of his obligations as a partner, as affords a very good ground for dissolving the firm. Essel v. Haywood, 30 Beav. 158; Kennedy v. Kennedy, 3 Dana (Ky.), 241. So does any conduct inconsistent with the relation, or a violation of the conditions of the contract, express or implied, as refusing to furnish the capital as agreed, Durbin v. Barbett, 14 Ohio, 312, or refusing to account for, or pay over the profits of the business as agreed, O'Conner v. Stark, 2 Cal. 153; Maher v. Bull, 44 Ill. 99; Meagher v. Cox, 37 Ala. 213; Wood v. Beath, 23 Wis. 254; or because the business has become unprofitable, Dunn v. Mc Naught, 38 Ga. 179; because one partner refuses to conduct the business as agreed, Wood v. Beath, ante, or when by reason of sickness, insanity, or other cause, one partner has become incapacitated to perform his functions as a partner, although it seems that if the cause is removed, before final decree, a dissolution will not be ordered. Atwood v. Smith, 11 Ala. 910; Whitwell v. Arthur, 35 Beav. 140. See ante, note 3, p. 149. A partnership for a term can only be dissolved by a decree of a court of equity, and one of the parties cannot of his own volition dissolve it. He may retire, but he cannot withdraw his capital or escape liability for the debts of the firm. Pars. on Partn. 2d ed. 424; Bruce v. Rossett, 18 La. 344. In Ferrero v. Bullmeyer, 34 How. Pr. (N. Y.) 33, it was held that where the articles of copartnership prescribe a specified period for its continuance, no one of the partners can, by any purely voluntary act done by him, work its dissolution, and that one partner cannot dissolve the partnership during the term. A partner may assign his interest in the

goods, profits, etc., subject to the equities, but none of his personal rights. Therefore, the assignee takes no right to sell or dispose of the goods, or to insist on their sale, only in the legitimate prosecution of the business. The assignee acquires no right to participate in the control or supervision of the business. Although the partner may assume the pecuniary interest, he cannot assign the personal rights. A voluntary dissolution of a partnership for a term by one partner is confessedly a wrong done by him to the others; and to allow a voluntary assignment to have that effect would be equally wrong. The assignment cannot of itself be a cause for a dissolution. The only way in which a partnership can be dissolved during the term is by application to the chancellor, setting forth sufficient reasons for such dissolution. But a voluntary assignment by a partner of his interest in a partnership limited to a specified period is not a cause for which a dissolu. tion will be decreed against the consent of the other partners. Mr. Gow in his work on Partnership, 3d Am. ed. 226, in speaking of a partnership for a definite time, says, "A partnership so constituted cannot be defeated by the will of any one of the partners, short of the whole of them." All the partners must be made parties to a bill for dissolution, and if one partner is dead, his represen tative must be made a party. Gray v. Larrimore, 2 Abb. (U. S.) 542. The withdrawal of one partner dissolves the firm, and although the remaining members go on with the business, yet it is a new firm, and the new firm, as such, only becomes liable for the debts of the old, when they are assumed by the consent of all. Spaunhorst v. Link, 46 Mo. 167. A partnership at will may, of course, be dissolved at the will of either of the partners, but, even in such cases, it is, except where the parties agree upon a distribution of the assets best to apply for a decree dissolving the partnership, and for a receiver. Carlton v. Cummings, 51 Ind. 478. The mere fact that no definite time is fixed for the duration of the firm does not necessarily make the partnership one at will. Its duration for a certain period may be implied. Mr. Gow, in treating of this question in

his work upon Partnership, p. 224, says: "The existence of engagements with third persons, which have not come to a conclusion, does not form any objection to a dissolution. For, as partners are necessarily entering into contracts from day to day, which cannot all expire at the same period, it would, if their subsistence furnished ground of objection, be hardly possible to dissolve any partnership. The part ners cannot, it is true, by a dissolution relieve themselves from any engagements which they may have contracted with strangers; but, as among themselves, the existence of such engagements cannot prevent a dissolution, either by mutual consent or notice. Featherstonhaugh v. Fenwick, 17 Ves. 298. Articles of partnership frequently contain a provision for a dissolution, upon notice to be given by any one of the partners. In such a case the mode of proceeding pointed out must be strictly pursued, and a regard to good faith must govern the conduct of the partner who withdraws. But if a partnership be commenced for a limited period, with a right reserved to each part ner of dissolving it on giving a year's notice, and after the expiration of the period originally agreed upon, it be, by mutual consent, continued, it may then be dissolved by either party at his pleasure. Featherstonhaugh v. Fenwick, 17 Ves. 298. In the absence of an express, there may be an implied contract, as to the time for which a partnership shall endure; Crawshay v. Maule, 1 Swanst. 508. Though a copartnership is by the articles to terminate at a certain period, it may be continued by express or tacit consent; and in such case, the stipulations of the original articles would be considered as those of the continuing partnership. Miffin v. Smith, 17 S. & R. (Penn.) 165; see Dickinson v. Bold's Survivors, 3 Desau. Ch. (S. C.) 501; and where that is the case, the partnership cannot be destroyed by the act of the party until the contemplated period arrives. However, the purchase of a leasehold

11 Cox, 212; Wood v. Beatt, 23 Wis. 254; Harrison v. Tenant, 21 Beav. 488; Dunn v. McNaught, 38 Ga. 179; Bishop

interest by a partnership firm does not necessarily manifest an intention that the partnership contract shall be coexistent with the duration of the lease. Although, unquestionably, the purchase may be made to imply an agreement that the partnership should last as long as the lease. Per Lord Eldon, id. 521. But if, as a general rule, such an inference were to be drawn from the mere act of purchase, it would apply alike to the acquisition of freehold as of leasehold interests, and consequently, if the partners were to purchase a fee simple, it must, according to that principle, be concluded that they intended the partnership should exist forever. Id.; Featherstonhaugh v. Fenwick, supra; Jeffreys v. Smith, 1 J. & w. 301. When the dissolution of a partnership, to which any partner is enti tled, is opposed by some of the partners, a court of equity will interfere, and under such circumstances it may be more prudent to file a bill, which may not only pray a dissolution, but likewise an account and an injunction, restraining the dissentient partners from executing securities in the name of the firm, and from receiving the partnership debts. Master v. Kirton, 3 Ves. 74; Lawson v. Morsan, 1 Price, 303; Ryan v. Mackmath, 3 Bro. C. C. 15. There is an instance of an application to a court of equity to inhibit the dissolution of a commercial partnership, Chavany v. Van Sommer, 3 Woodd. Lect. 416 n.; S. C., 1 Swanst. 512 n.; and it has been said that on proper grounds such an application may be sustained. 1 Madd. Ch. Pr. 160. It may be doubted whether as against a client who, having employed solicitors in partnership, has a right to their united exertions, the solic itors are at liberty to dissolve their partnership and turn the client over to one of them, it should seem they have not, as against him, the power of dissolving their partnership, Cook v. Rhodes, in note to 19 Ves. 273; but however that may be, a retiring partner can never be considered as a discharged solicitor. The client, after such disso

v. Breckles, 1 Hoff. Ch. (N. Y.) 536; Blake v. Dorgan, 1 Iowa, 540; Dupont v. Rupprecht, 38 Ala, 176.

lution of partnership, cannot employ both, and it would be impossible to maintain that, if he employ one, the other is let loose and discharged from all those obligations which he had undertaken. A solicitor under such circumstances, if retained against his former client, must (however high his personal character) be considered, hypothetically, as employed for no other reason except the very improper one, that he had been previously employed by the other party, and upon the clearest general principle that cannot be admitted. Cholmondeley v. Clinton, 19 Ves. 267; S. C., Coop. 80; and see Beer v. Ward, 1 Jac. 82. The effect of the marriage of a feme sole partner has never been expressly decided; but, upon general principles, it would most probably be held to operate a dissolution of the partnership. Wats. on Partn. 384; see, also, 1 Swanst. 517 n; see Griswold v. Waddington,15 Johns. (N.Y.) 82. Where articles of partnership are entered into, it frequently happens that a precise term is fixed for the duration of the contract. In that case the partnership, if it do not meet with an intermediate legal or accidental termination, is regularly dissolved by the effluxion or expiration of the period originally stipulated for its existence. A partnership so constituted cannot be defeated by the will of one or of any number of the partners short of the whole of them, but of course, if they all agree upon a separation, they may do so at any time. Besides the instances of dissolution occasioned by the act of God, or effected by the parties themselves, a partnership contract entered into for a term of years, may, in some cases, before the term has expired, be terminated by the act of the law. Where it appears that the contemplated undertaking cannot be carried on according to the true intent and meaning of the articles of copartnership, as if a partnership be formed for carrying into effect a new invention which, after repeated trials, is found impracticable, a court of equity will dissolve it. Baring v. Dix, 1 Cox's Ca. 213. And although the misconduct of a partner in trifling circumstances, which is not of such a nature as to defeat the object for which the partnership was formed, seems not to be a sufficient cause for dissolving a partnership, Goodman v. Whitcomb, 1

Jac. & Walk. 593; Liardet V. Adams, Mont. on Partn. 90, yet, if the conduct of partners has been such. as to render it impossible to carry on the partnership upon the terms on which it was entered into, Waters v. Taylor, 2 V. & B. 299; or if one partner be entirely excluded by the others from his interest in the partnership, Goodman v. Whitcomb, supra; or if there be a gross abuse of good faith between the parties, Chapman v. Beach, 1 Jac. & Walk. 594, a dissolution will, in such cases, be decreed at the instance and on the complaint of a single partner, notwithstanding the other partners object to it. Baring v. Dix, supra; see Glassington v. Thwaites, 1 Sim. & Stu. 129, notes a and b. So violent and lasting dissension seems to be a ground upon which a court of equity will decree a dissolution; as where the parties refuse to meet each other on matters of business; a state of things which precludes the possibility of the partnership business being conducted with advantage. De Berenger v. Hamell, cor. Sir L. Shadwell; Jarman's Con. 7th vol. p. 26. A society for relief in sickness, by means of a fund raised by subscription of the members, has been considered as a partnership, it having no corporate character, Beaumont v. Meredith, 3 V. & B. 180; Babb v. Reed, 5 Rawle (Penn.), 151; and where it has been found that the society has existed upon principles which, with reference to the amount of the number of subscribers, and the nature of the subscriptions, made the whole a bubble, the same has been dissolved, each member receiving a portion of the sums subscribed. Buckley v. Cater, stated 17 Ves. 15; Pearce v. Piper, id. 1; Beaumont v. Meredith, supra. The court will likewise dissolve friendly societies founded on erroneous principles; and, until a dissolution takes place, will restrain the trustees from making payments which may tend to exhaust the funds. Reeve v. Parkins, 2 J. & W. 390; and see Ellison v. Bignold, id. 503. An act of bankruptcy committed by one partner, if followed by a commission and assignment, is a dissolution of the partnership for all purposes, as regards the bankrupt partner, by virtue of the relation to the statutes concerning bankrupts, which avoid all the acts of a bankrupt from the time