partnership business. A secret partner is liable for the debts of the firm, contracted during the time he was a partner. A retiring partner, who continues to receive a share of the profits, is still liable for the debts. If he receives a definite sum annually, in no way dependent on the profits, he is not liable. This is only a debt of the partnership, and does not involve him in their responsibility to others.

7. When a partner retires from a firm, notice is usually given by public advertisement, or by letters, to the customers of the firm. A creditor of the firm cannot hold the retiring partner for any credit given to the firm, after such retirement and notice. A nominal partner is one held out to the world as a partner, without participation in the profits or losses. Such partner is liable for the debts of the firm. If a person admits that he is a partner in a firm before the credit is given, he will be bound by such admission. Such admission is conclusive evidence of his being a partner, if made before the credit is given. If made after the credit is given it is not conclusive, and may be rebutted. If a purchase is made by one person, and credit given to him alone, and he afterwards associates. with others as partners, the creditor has no claim upon the firm.

8. The liability as partners arises-1. From a person's holding himself out to be a partner; 2. From participation in the business, and its profit and loss. There is no liability as partner, where there is no participation in the

a share of the profits? If he receive a definite sum annually, in no way dependent upon the profits?

7. When a partner retires from a firm, what notice is usually given? Can a creditor of the firm hold a retiring partner? Who is a nominal partner? For what is such a partner liable? If a person admit that he is a partner in a firm before the credit is given? When is such admission conclusive evidence of the fact? When is it not conclusive evidence? Can it then be rebutted? If a purchase is made by one person, and credit given to him alone, and he afterwards associate with others as partners?

8. From what does the liability of persons as partners arise? When is there no liability as partner? By what acts in reference to the partnership business are all the partners bound? Whose are the acts

profits, nor any use of the person's name permitted by him, so as to justify the creditor in selling on his credit.. All the members of the firm are bound by the acts of one partner, in reference to the partnership business. The acts and contracts of one, are in law the acts of all. Each partner is to some extent the agent of all. The mutual responsibility of the partners seems to be founded upon these three principles-1. Each partner acts as the agent of the firm; 2. There is a community of property; 3. There is a community of interest. If an action is brought against several persons as partners, and the fact of copartnership is admitted or duly proved, then the admission of one of the partners as to any matter between the firm and another party, is evidence against all the partners. When the existence of the partnership is in dispute, the admissions of one affect him only, and do not bind the others. If two firms are partners, admissions of one affect both.

9. Persons are not jointly liable, unless they had a joint interest at the time the contract was made. All sales, purchases, assignments, pledges, mortgages, made by one partner on the partnership account, and in good faith on the part of the other party, are binding on the firm. A release by one partner, is a release by the firm. A release to one partner, is a release to all. Any fraud or collusion destroys the effect of such release. The release must be under seal. The discharge of one partner by operation of law, does not discharge the other members of the firm.

and contracts made by one? In what capacity does each partner to some extent act? Upon what is the mutual responsibility of the partners founded? If an action be brought against several persons as partners, and the fact of the partnership is admitted or duly proved, what effect does the admission of one of the partners have? When the existence of the partnership is in dispute, what effect does the admission of one have? If two firms are partners, and one firm make admissions ? 9. If the parties had no joint interest at the time the contract was made? What acts done by one partner on the partnership account are binding on the firm? If a release be made by one partner? If a release be made to one partner? If there is any fraud or collusion, what is the effect? Must the release be under seal? If one partner be discharged by operation of law? If the signature or acknowledgment of the firm be

The signature or acknowledgment of the firm, made by one partner, is binding on all. A notice to one partner, is a notice to all. A majority of the partners cannot compel the minority to extend their business, or change the business of the firm.

10. The dissolution of a partnership does not affect the liability of the partners for former debts. Partnerships may be dissolved by the assignment of one of the partners. They may be dissolved by the death of one of the partners. It may be stipulated in the articles of copartnership, that in case of the death of one of the partners the business shall be continued, and that the executor or some heir shall take the place of the deceased partner. When a partner dies, the partnership property goes to the survivors, for the purpose of paying the debts. If the survivors carry on the business of the firm, and enter into new transactions with the partnership funds, they do so at their peril, and the representatives of the deceased may demand their share of the partnership property, with interest, or with a proportionate share of the profits. The partnership property is bound for the partnership debts. The right of private creditors of one of the copartners to that partner's interest in the firm, is placed after the right of the partnership creditors.

made by one partner? If a notice be given to one partner? Can a majority of the partners compel a minority to extend or change the business of the firm?

10. What effect does the dissolution of a partnership have upon the liability of the partners? How may partnerships be dissolved? What may be stipulated in the articles of copartnership? Who may take the place of the deceased partner? When a partner dies, to whom does the partnership property go? If the survivors carry on the business of the firm, and enter into new transactions with the partnership funds? What may the representatives of the deceased demand? For what is the partnership property bound? Where is the right of private creditors of one of the copartners to that partner's interest in the firm placed?

CHAPTER LXVIII.

SPECIAL PARTNERSHIPS.

1. THE purpose of a special partnership is to enable a party to put into the stock of a firm a definite sum of money, and receive a share of the profits in proportion to the money invested, and share the loss to the full amount invested, and no more. By the common law, he who has any interest in the stock, or receives any proportion of the profits, is a partner, and, as such, liable for the whole debt of the firm. In special partnerships, the capitalist runs the risk of losing the capital which is earning him a profit, but can lose no more.

2. Partnerships of this kind are authorized and regu-. lated only by statute. These statutes differ in the several States. The provisions are generally to the following effect: 1. There must be one or more general partners, and one or more special partners; 2. The names of the special partners must not appear in the firm; 3. The special partners can exercise none of the powers, nor perform the duties of general partners; 4. The sum proposed to be contributed by the special partner must be actually paid in; 5. The agreement between the partners must be in writing, specifying the names of the partners, amount paid in, etc.; 6. It must be acknowledged before a magistrate, and recorded and advertised in such way as to give the public distinct knowledge of what it is, and who the partners are to whom credit is given. The special part

1. What is the purpose of a special partnership? What is the liabilicy, at common law, of every person who has an interest in the stock, or receives a share of the profits? In special partnerships, what risk does the capitalist run?

2. How are partnerships of this kind authorized? Are the statutes the same in each State? What are the general provisions as to partners? Does the name of the special partner appear in the firm? What

ner must, at his own peril, comply strictly with the statute. Any disregard or want of conformity deprives him of the benefit of the statute. He is then a partner at common law, and as such liable for the whole debts of the firm.

CHAPTER LXIX.

ASSIGNMENTS.

1. CHITTY defines choses in action to be "rights to receive or recover a debt, or money, or damages for breach of contract, or for a tort connected with contract, but which cannot be enforced without action, and therefore termed choses, or things in action." At common law, the transfer or assignment of choses in action was strictly for bidden. The reason given was, that it was a right which could only be enforced by an action at law; and if this be assigned, the only thing that passes is a right to go to law; and so much did the common law abhor litigation, that such assignments were wholly prohibited.

2. In nearly all the States, at the present time, choses in action may be assigned. When the right of action is of such a nature as not to be the subject of a contract, or injury to property, but for a personal injury, it cannot be assigned. This action can only be maintained by the party who has been injured; and when he dies, the right of action dies also. Every right of

is he prohibited from exercising or performing? Must the sum contributed by the special partner be actually paid in? What must the agreement specify? What further must be done? With what must the special partner strictly comply? What will be the effect of any dis regard or want of conformity? What is then his liability?

1. How does Chitty define choses in action? What is strictly pro hibited at common law? What reason is given? If it be assigned, what passes to the assignor? What does the common law abhor?

2. What is allowed in nearly all the States? If the right of action is of such a nature as not to be the subject of a contract? By whom only can such actions be maintained? If the person in whom is the