but in case of the insolvency of the partnership, all other claims which he may have against it must be postponed until all other creditors are satisfied.

2492. In all matters relating to a special partnership, its general partners may sue and be sued alone, in the same manner as if there were no special partners.

2493. No special partner, under any pretense, may withdraw any part of the capital invested by him in the partnership, during its continuance.

2494. A special partner may receive such lawful interest and such proportion of profits as may be agreed upon, if not paid out of the capital invested in the partnership by him, or by some other special partner, and is not bound to refund the same to meet subsequent losses.

2495. If a special partner withdraws capital from the firm, contrary to the provisions of this article, he thereby becomes a general partner.

2496. Every transfer of the property of a special partnership, or of a partner therein, made after or in contemplation of the insolvency of such partnership or partner, with intent to give a preference to any creditor of such partnership or partner over any other creditor of such partnership, is void against the creditors thereof; and every judgment confessed, lien created, or security given, in like manner and with the like intent, is in like manner void.

2500. The general partners in a special partnership are liable to the same extent as partners in a general partnership.

2501. The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows:

1. If he has willfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable, as a general partner, to all creditors of the firm;

2. If he has willfully interfered with the business of the firm, except as permitted in article two of this chapter, he is liable in like manner; or,

3. If he has willfully joined in or assented to an act contrary to any of the provisions of article two of this chapter, he is liable in like manner.

2502. When a special partner has unintentionally done any of the acts mentioned in the last section, he is liable, as a general partner,

to any creditor of the firm who has been actually misled thereby to his prejudice.

2503. One who, upon making a contract with a partnership, accepts from or gives to it a written memorandum of the contract, stating that the partnership is special, and giving the names of the special partners, cannot afterwards charge the persons thus named as general partners upon that contract, by reason of an error or defect in the proceedings for the creation of the special partnership, prior to the acceptance of the memorandum, if an effort has been made by the partners, in good faith, to form a special partnership in the manner required by article one of this chapter.

ARTICLE IV.

Section

Alteration and Dissolution of the Partnership.

Section

2507. When special partnership 2509. Dissolution special partner

ship. Notice.

becomes general. 2508. New special partners admit- 2510. Special partners' names, not ted. used, unless.

2507. A special partnership becomes general if, within ten days after any partner withdraws from it, or any new partner is received into it, or a change is made in the nature of its business or in its name, a certificate of such fact, duly verified and signed by one or more of the partners, is not filed with the county clerk and recorder with whom the original certificate of the partnership was filed, and notice thereof published as is provided in article one of this chapter for the publication of the certificate.

2508. New special partners may be admitted into a special partnership upon a certificate, stating the names, residences, and contributions to the common stock of each of such partners, signed by each of them, and by the general partners, verified, acknowledged, or proved, according to the provisions of article one of this chapter, and filed with the county clerk and recorder with whom the original certificate of the partnership was filed.

2509. A special partnership is subject to dissolution in the same manner as a general partnership, except that no dissolution, by the act of the partners, is complete until a notice thereof has been filed and recorded in the office of the county clerk and recorder with whom the original certificate was recorded, and published once in each week, for four successive weeks, in a newspaper printed in each county where the partnership has a place of business.

2510. The name of a special partner must not be used in the firm name of partnership, unless it be accompanied with the word "limited."

2511. Mining partnerships, when 2516. Not dissolved by sale.

exists. 2512. Express agreement not necessary to constitute.

2513. Profits and losses, how shared.

2517. Purchaser takes, subject to liens, unless, etc.

2518. Takes with notice of lien, when.

2519. Contract in writing, binding, when.

2514. Lien of partners. 2515. Mining partnership, prop- 2520. Majority of shares govern. erty.

2511. A mining partnership exists when two or more persons who own or acquire a mining claim for the purpose of working it and extracting the mineral therefrom actually engage in working the same.

2512. An express agreement to become partners or to share the profits and losses of mining is not necessary to the formation or existence of a mining partnership. The relation arises from the ownership of shares or interests in the mine and working the same for the purpose of extracting the minerals therefrom.

2513. A member of a mining partnership shares in the profits and losses thereof in the proportion which the interest or share he owns in the mine bears to the whole partnership capital or whole number of shares.

2514. Each member of a mining partnership has a lien on the partnership property for the debts due the creditors thereof, and for money advanced by him for its use. This lien exists notwithstanding there is an agreement among the partners that it must not.

2515. The mining-ground owned and worked by partners in mining, whether purchased with partnership funds or not, is partnership property.

2516. One of the partners in a mining partnership may convey his interest in the mine and business without dissolving the partnership. The purchaser, from the date of his purchase, becomes a member of the partnership.

2517. A purchaser of an interest in the mining-ground of a mining partnership takes it subject to the liens existing in favor of the partners for debts due all creditors thereof, or advances made for the benefit of the partnership, unless he purchased in good faith, for a valuable consideration, without notice of such lien.

2518. A purchaser of the interest of a partner in a mine when the partnership is engaged in working it, takes with notice of all liens resulting from the relation of the partners to each other and to the creditors of the partnership.

2519. No member of a mining partnership or other agent or manager thereof can, by a contract in writing, bind the partner

ship, except by express authority derived from the members thereof.

2520. The decision of the members owning a majority of the shares or interests in a mining partnership binds it in the conduct of its business.

2527. Insurance is a contract whereby one undertakes to indemnify another against loss, damage, or liability, arising from an unknown or contingent event.

ARTICLE II.

Section

What May Be Insured.

Section

2531. Events that may be insured 2533. Usual kinds insurance.

against.

2532. Lottery insurance unauthor

ized.

2534. All subject to this chapter.

2531. Any contingent or unknown event, whether past or future, which may damnify a person having an insurable interest, or create

a liability against him, may be insured against, subject to the provisions of this chapter.

2532. The preceding section does not authorize an insurance for or against the drawing of any lottery, or for or against any chance or ticket in a lottery drawing a prize.

2533. The most usual kinds of insurance are:

2534. All kinds of insurance are subject to the provisions of this chapter.

2538. The person who undertakes to indemnify another by a contract of insurance is called the insurer, and the person indemnified is called the insured.

2539. Any one capable of making a contract may be an insurer, subject to the restrictions imposed by special statutes upon foreign corporations, non-residents, and others.

2540. Any one except a public enemy may be insured.

2541. Unless the policy otherwise provides, where a mortgagor of property effects insurance in his own name providing that the loss shall be payable to the mortgagee, or assigns a policy of insurance to a mortgagee, the insurance is deemed to be upon the interest of the mortgagor, who does not cease to be a party to the original contract, and any act of his, prior to the loss, which would otherwise avoid the insurance will have the same effect, although the property is in the hands of the mortgagee, but any act which, under the contract of insurance, is to be performed by the mortgagor, may be performed by the mortgagee therein named, with the same effect as if it had been performed by the mortgagor. 1909-914.

2542. If an insurer assents to the transfer of an insurance from a mortgagor to a mortgagee, and, at the time of his assent, imposes further obligations on the assignee, making a new contract with him, the acts of the mortgagor cannot affect his rights.