will gave several directions to his trustees with respect to carrying on or discontinuing the works. The plaintiff filed his bill for a judicial declaration of dissolution by the death of Hall, and prayed an account and sale of the property, and a division of the proceeds. It was insisted by the defendants, that it appeared from the will and codicil of the testator to have been his intention that his legatees should, for themselves and their representatives and families respectively, have an interest in the leasehold premises and iron works, commensurate with the terms for which they were held, and, therefore, that no sale should be directed, but that the works should continue to be carried on in partnership. Lord Eldon held, that the intention of the testator in this respect was not apparent from the language of his will, but, he admitted, that if the testator and owner of the property had thought proper, by his will, to declare that his legatees should continue the partnership as long as the longest of the leases should endure, no person claiming under that will could enjoy the benefits conferred by it, without submitting to the inconveniences which it imposed (s). It had been contended, he observed, on another day, that the late Mr. Crawshay, having formed this business, must have had an intention to keep it together, as one concern, though he distributed different interests in it among different members of his family: had he so said, without doubt those who took his bounty must have taken it on the terms which he imposed (t).

It had been also contended, in the above case, that the purchase of leases must be considered as evidence of a contract for the continuance of the concern. Lord Eldon said, that, in the absence of express, there might be an implied, contract, as to the duration of a partnership, but he must contradict all authority if he said that wherever there was a partnership, the purchase of a leasehold interest of longer or shorter duration is a circumstance from which it is to be inferred that the partnership should continue as (s) 1 Swanst. 510. (t) Ibid. 520.

long as the lease. It would follow, that if the partners purchased a fee simple, there should be a partnership for ever. Unquestionably, partners may so purchase leasehold interests as to imply an agreement to continue the partnership as long as the leases endure; but it was equally certain that there was no general rule, that partners purchasing a leasehold interest must be understood to have entered into a contract of partnership, commensurate with the duration of the leases. The purchase of a lease was no more than the purchase of an article of stock, which, when the partnership is dissolved, must be sold (u).

What circumstances connected with the purchase of leasehold interests would be sufficient to imply a contract of partnership corresponding with their duration, it would be impossible to particularize. It has been suggested, that when a lease excludes assignees and sub-tenants, it might possibly be deemed evidence of such an intention (x).

Several partners purchased an estate, and took a lease from the Bishop of Durham of an adjoining colliery for twenty-one years. They then signed a memorandum to the effect that they should be entitled to the estate and to the coal royalty in equal shares. A misunderstanding having arisen with one of the partners, the others passed a minute, offering him his capital, with interest, and resolving that a dissolution of the partnership should be made with respect to the dissenting partner. On his still declining to pay his calls or sign a partnership deed, he was served with a notice of dissolution to the same effect. Negotiations took place respecting the payment of the capital and other compensation, and the terms of dissolution. In this stage, an action was brought against all the partners, including the differing partner, on a bill of exchange accepted in the name of the firm, to which the partner pleaded nonacceptance. It was held, on the trial, that the parties had agreed to be partners in the colliery for twenty-one years; that the notice of dissolution had no effect, and that the (u) 1 Swanst. 508, 520, 526. (a) 2 Bell, Com. 643.

notice had been repudiated by the partner. But the Court of Exchequer held this to be a misdirection. Parke, B., said, the agreement had reference to a loan and to other collieries, but the partners did not mean to bind themselves irrevocably for a certain term. By executing the lease, they became bound to the lessor, but not to each other, to work the collieries in a particular manner. They were partners for an indefinite period, and any one might determine the partnership. But there was evidence from which the jury might infer that all the parties came to a new agreement to carry on the concern as partners after the notice (y).

When partnerships are entered into for a term, the parties are considered to become partners for the whole period, if they be living and are of the same legal capacity to continue contracts of this description. But there are, in such cases, circumstances which will authorize a Court of Equity to decree a dissolution before the regular expiration of the term.

Impracticability of effecting the purposes of partnership has been held to be a just ground for such a decree. In one case, the partnership was entered into for spinning cotton by a new invention under letters-patent. The plaintiff alleged that the mode had been frequently tried, and was found to be impracticable. It was referred to the master, to ascertain the truth of the statement, with an intimation that if he reported in favour of the plaintiff's case, a dissolution should be decreed, upon which the defendant consented to a dissolution (z).

The same principle would certainly be held to apply to mining speculations. In most cases, however, it would be impossible to say that any particular mining scheme was impracticable. The total absence of metalliferous substances in adventures of that nature is too frequent an occurrence, and may indicate nothing with respect to the (y) Laycock v. Bulmer, 13 L. J., N. S., Exch., 156.

(2) Baring v. Dix, 1 Cox, 212.

eventual prospects of the trial. Nothing short of physical impossibilities would appear to form grounds for the relief in such cases. But it might be very different in searches for stratified substances, as coal and limestone. If any specific substances of this nature were not found, after competent trial, to exist at all in the lands, or to exist only in such a form as to render their acquisition of no value, or of a value greatly insufficient to answer the purposes of the company, a dissolution might be decreed (a). But the decision, in all such cases, would be guided by the intentions of the parties as expressed in their deed of settlement, or by their previous agreement; and, before a dissolution is granted, it must clearly appear that those intentions are incapable of being carried into effect (b).

Similar relief, by dissolution, may be obtained, in cases of partners becoming of unsound mind (c), or for gross breach of faith, or wilful acts of fraud, or even for reckless mismanagement and waste, or the exclusion of other partners from a share in the management, or for permanent and violent dissension (d).

In mining transactions, these causes can only operate with respect to those persons who are entrusted with the management, or who assume voluntarily any of the rights of partnership.

The consequences of a dissolution, when they are not regulated by express stipulation, are, that accounts be taken, that the partnership property should be sold, and the proceeds paid to the parties entitled, according to their several shares in the concern (e). In the case of mines, however, it would appear that there may be a reference to

(a) See Hanson v. Boothman, 13 East, 22.

(b) See Waters v. Taylor, 2 Ves. & B. 299.

(c) Ibid.; Sayer v. Bennet, 1 Cox, 107; Mont. Part. App.

(d) Marshall v. Colman, 2 Jac. & W. 200; Goodman v. Whitcomb, 1

Jac. & W. 592; Chapman v. Beach, ibid. 594; Norway v. Rowe, 19 Ves. 148; Waters v. Taylor, supra; Master v. Kirton, 3 Ves 74; De Berenger v. Hammel, 7 Jarm. Conv. 26.

(e) Fereday v. Wightwick, 1 Russ. & M. 45.

the master, to inquire whether it would be for the benefit of all parties concerned in the works that the property should be sold as going works, or that they should be carried on for the purpose merely of winding up the concern. As was observed by Lord Eldon, the state of the market varied so much, that a sale, which might be beneficial at one moment and prejudicial at another, could not be ordered without inquiry. Such a reference was accordingly ordered in the case referred to. It seems, also, by the same case, that the surviving or continuing partners would be justified in dealing with the property so as to wind up the concern; but that in case of differences arising among them, the Court will appoint a manager (f). When a mining partnership is considered as actually dissolved, the Court will order a sale on motion, without waiting for a decree, a practice which would seem to apply to all partnerships (g).

In a bill for dissolution, all the parties, however numerous, must be parties (h).

All joint stock companies for working mines or minerals formed after 14th August, 1848, are within the Joint Stock Companies Winding-up Act. But that act is declared not to affect the jurisdiction of the Court of Stannaries (i).

It has been decided, that cost-book companies formed. before that day, as well as other mining companies, are exempt from the operation of the act (k). It was also held, in the same case, that the act does not apply for the mere settlement of disputes between partners. The plaintiff, a shareholder, quarrelled with the other shareholders for desiring to relinquish his share without payment of the expenses belonging to it, and they induced a creditor to sue him for the price of goods supplied to the mine. A