States; and the law in England, and in this country, seem equally to be tending to this conclusion. But there is a distinction between an acknowledgment which goes to create a new contract, and the declarations of a partner, made after the dissolution of the partnership, concerning facts which transpired previous to that event, and declarations of that character are held to be admissible."

If, however, in the terms of dissolution of a partnership, one partner be authorized to use the name of the firm in the prosecution of suits, he may bind all by a note for himself and his partners, in a matter concerning judicial proceedings.

The business and contracts of a partner, distinct from, and independent of, the business of the partnership, are on his own account; and yet it is said, that one partner cannot be permitted to deal on his own private account in any matter which is obviously at variance with the business of the partnership, and that the company would be entitled to claim the benefit of every such contract. The object of this rule is to withdraw from each partner the temptation to bestow more attention, and exercise a sharper sagacity, in respect to his own purchases and sales, than to the concerns of the partner

a Bell v. Morrison, 1 Peters. Rep. 351. Levy v. Cadet, 17 Serg. & Rawl. 126. Searight v. Craighead, 1 Penn. Rep. 135. Hopkins v. Banks, 7 Cowen, 650. Barker v. Stackpoole, 9 ibid. 420.

b By the English statute of 9th May, 1828, entititled "An act for rendering a written memorandum necessary to the validity of certain promises and engagements," it is declared, in reference to acknowledgments and promises offered in evidence to take cases out of the statute of limitations, that joint contractors, or executors, or administrators of any contractor, shall not be chargeable in respect of any written acknowledgment of his co-contractor, &c., though such co-contractor, his executors, &c., may be rendered liable by virtue of such new acknowledgment or promise.

c Parker v. Merrill, 6 Greenleaf, 41.
d Burton v. Issit, 5 Barnu. & Ald. 267.

The rule is evidently

ship in the same line of business." founded in sound policy; and the same rule is applied to the case of a master of a vessel, charged with a cargo for a foreign. market, and in which he has a joint concern. But a person may become a partner with one individual of a partnership, without being concerned in that partnership; for though A. & B. are mercantile partners, A. may form a separate partnership with C., and the latter would have no right to a share in the profits, nor would he be bound for the engagements of the house of A. & B., because his partnership would only extend to the house of A. & C. But such involved partnerships require to be watched with a jealous observation, and especially if they relate to business of the same kind, inasmuch as the attention of the person belonging to both firms might be distracted in the conflicts of interest, and his vigilance and duty in respect to one or the other of the concerns much relaxed.

III. Of the dissolution of partnership.

If a partnership be formed for a single purpose or transaction, it ceases as soon as the business is completed; and nothing can be more natural and reasonable than the rule of the civil law, that a partnership in any business should cease when there was an end put to the business itself. If the

a Pothier, Traité du Con. de Soc. No. 59. Glassington v. Thwaites, 1 Sim. & Stu. 133.

b Boulay Paty, Cours de Droit Com. tom. 2. 94.

c Ex parte Barrow, 2 Rose's Cases in Bankruptcy, 252. Lord Eldon there refers to the case of Sir Charles Raymond, as containing the doctrine. It was also the doctrine of the civil law, and is the law of those countries which follow the civil law. Socii mei socius, meus socius non est, Dig. 17. 2. 20. Pothier, Traité du Contrat de Société, No. 91. Ersk. Inst. vol. 2. 6. 3. sect. 22. Bell's Comm. vol. 2. 654. Civil Code

of Louisiana, art. 2842.

d Inst. 3. 26. 6. Extincto subjecto, tollitur adjunctum. Pothier, Traité de Soc. No. 140-143. illustrates this rule in his usual man

partnership be for a definite period, it terminates of course when the period arrives. But in that case, and in the case in which the period of its duration is not fixed, it may terminate from various causes, which I shall now endeavour to explain, as well as trace the consequences of the dissolution.

A partnership may be dissolved by the voluntary act of the parties, or of one of them, and by the death, insanity, or bankruptcy of either, and by judicial decree, or by such a change in the condition of one of the parties as disables him to perform his part of the duty. It may also be dissolved by operation of law, by reason of war between the governments to which the partners respectively belong, so as to render the business carried on by the association impracticable and unlawful."

(1.) Dissolution by the voluntary act of either partner. It is an established principle in the law of partnership, that if it be without any definite period, any partner may withdraw at a moment's notice, when he pleases, and dissolve the partnership. The civil law, and the English law, contain the same rule on the subject. The existence of engagements with third persons does not prevent the dissolution by the act of the parties, or either of them, though those engagements will not be affected, and the partnership will still continue as to all antecedent concerns, until they are duly adjusted and settled. A reasonable notice of the dissolution might be very

ner, by a number of plain and familiar examples. 16 Johns. Rep. 491. S. P.

a Inst. 3. 26. sec. 7, 8. Vinnius, h. t. 3. 26. 4. Hub. in Inst. lib. 3. tit. 26. sec. 6. Pothier, Con. de Soc. No. 147, 148. 11 Vesey, 5. 16 Johns. Rep. 491.

1 Swanst. Rep. 480. 508.

b Peacock v. Peacock, 16 Vesey, 49. Featherstonhaugh v. Fenwick, 17 Vesey, 298. Lord Eldon, in 1 Swanst. Rep. 508.

c Inst. 3. 26. 4. Code, 4. 37. 5.

d Pothier, Traité de Soc. No. 150. says, that the dissolution by the act of a party ought to be done in good faith, and seasonably-debet esse facta bona fide et tempestive. He states the case of an advantageous

advantageous to the company, but it is not requisite ; and a partner may, if he pleases, in a case free from fraud, choose a very unseasonable moment for the exercise of his right. A sense of common interest is deemed a sufficient security against the abuse of the discretion." Though the partnership be constituted by deed, a notice in the gazette by one partner, is evidence of a dissolution of the partnership as against the party to the notice, even if the partnership articles require a dissolution by deed.

But if the partners have formed a partnership by articles, for a definite period, in that case it is said, that it cannot be dissolved without mutual consent before the period arrives. This is the assumed principle of law by Lord Eldon in Peacock v. Peacock, and in Crawshay v. Maule, and yet in Marquand v. The New-York Man. Company,f it was held, that the voluntary assignment by one partner, of all his interest in the concern, dissolved the partnership, though it was stipulated in the articles, that the partnership was to continue until two of the partners should demand a dissolution, and the other partners wished the business to be continued, notwithstanding the assignment. And in Skinner v. Dayton, it was held by one of the judges," that there was no such thing as an indissoluble partnership. It was revocable in its own nature, and each party might, by giving

bargain for the partners being in contemplation, and one of them, with a view to appropriate the bargain to himself, suddenly dissolves the partnership. A dissolution at such a moment, he justly concludes, would be unavailing.

a 17 Vesey, 308, 309.

b Doe and Waithman v: Miles, 1 Starkie's N. P. 181.

c Gow on Partnership, 303. 305. edit. Phil. 1825.

d 16 Vesey, 56.

e 1 Swanst. Rep. 495.

f 17 Johns. Rep. 525.

g 19 Johns. Rep. 538. h Mr. Justice Platt.

due notice, dissolve the partnership as to all future capacity of the firm to bind him by contract; and he had the same legal power, even though the parties had covenanted with each other that the partnership should continue for such a period of time. The only consequence of such a revocation of the partnership power in the intermediate time, would be, that the partner would subject himself to a claim of damages for a breach of the covenant. Such a power would seem to be implied in the capacity of a partner, to interfere and dissent from a purchase or contract about to be made by his associates; and the commentators on the Institutes lay down the principle as drawn from the civil law, that each partner has a power to dissolve the connexion at any time, notwithstanding any convention to the contrary, and that the power results from the nature of the association. They hold every such convention null, and that it is for the public interest that no partner should be obliged to continue in such a partnership against his will, inasmuch as the community of goods in such a case engenders discord and litigation."

The marriage of a feme sole partner would likewise operate as a dissolution of the partnership, because her capacity to act ceases, and she becomes subjected to the control of her husband, and it is not in the power of any one partner to introduce, by his own act, the agency of a new partner into the firm.

(2.) By the death of a partner.

The death of either party is, ipso facto, a dissolution of the partnership, however numerous the association may be. The personal qualities of each partner enter into the consideration

a Adeo autem visum est ex natura esse societatis unius dissensu totam dissolvi, ut quamvis ab initio convenerit, ut societas perpetuo duraret, aut ne liceret ab ea resilire invitis cæleris; tamen tale pactum, tanquam factum contra naturam societatis, cujus in æternum nulla coitio est contemnere licet. Vinnius in Inst. 3. 26. 4 pl. 1. Ferriere, ibid. tom. 5. 156. Dig. 17. 2. 14.