2381. The power of the master of a ship to bind its owner, or the owners of the cargo, ceases upon the abandonment of the ship and freightage to insurers.

2382. Unless otherwise expressly agreed, or unless the contracting parties give exclusive credit to the owner, the master of a ship is personally liable upon his contracts relative thereto, even when the owner is also liable.

2383. The master of a ship is liable to third persons for the acts or negligence of persons employed in its navigation, whether appointed by him or not, to the same extent as the owner of the ship.

2384. The owner or master of a ship is not responsible for the negligence of a pilot whom he is bound by law to employ; but if he is allowed an option between pilots, some of whom are competent, or is required only to pay compensation to a pilot, whether he employs him or not, he is so responsible to third persons.

2385. The owner of a ship is bound to pay to the owner of her cargo the market value at the time of arrival of the ship at the port of her destination, of that portion of her cargo which has been sold to enable the master to pay the necessary repairs and supplies of the ship. 1873-252.

2388. What powers manager has. 2389. What powers he has not.

2388. A ship's manager has power to make contracts requisite for the performance of his duties as such; to enter into charter-parties, or make contracts for carriage; and to settle for freightage and adjust averages.

2389. Without special authority a ship's manager cannot borrow money or give up the lien for freightage, or purchase a cargo, or bind the owners of the ship to an insurance.

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.

2401. The property of 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.

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.

Section

2417. Renunciation

ARTICLE IV.

Renunciation of Partnership.

Section

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.

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.

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 him, 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.

Section

ARTICLE III.

Mutual Obligations of Partners.

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.

Section

ARTICLE IV.
Liability of Partners.

2442. Liability to third persons. 2443. For each other's acts.

Section

2444. One held out as partner. 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.