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 regulated 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 liability, 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 forbidden. 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 disregard 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

action involving life, health, or reputation belongs to this class. So, a right of action founded upon a breach of promise of marriage, being in its nature a personal injury, cannot be assigned. When the injury affects the estate, rather than the person, where the action is for damages to the estate, and not for personal suffering, the right of action may be bought and sold. Such a right of action would pass to the executor, in case of the death of the party injured.

3. The right of action for a personal injury received by collision of cars on a railway, is not assignable. A valid policy of insurance upon one's own life, is assignable. An executor or administrator cannot maintain an action upon an express or implied promise to the deceased, where the damage consists entirely of personal suffering of the deceased, whether mental or corporeal. A servant bound by indenture cannot be assigned to another master, without his consent. The right of dower in a wife, contingent on her surviving her husband, cannot be assigned. The mere right to file a bill in equity for a fraud, cannot be assigned.

4. Assignments of a chose in action may be written or oral. A delivery for a valuable consideration, without writing, is a sufficient assignment. The assignee of a right of action is not bound to show that he gave a valuable consideration for the assignment. The owner may give it away, if he choose, and the donee will have as

right of action dies? What actions belong to this class? If the right of action be founded upon a breach of promise of marriage? When the injury affects the estate, rather than the person? Would such a right of action pass to an executor?

3. If the right of action be for personal injuries received by collision of cars on a railroad? If the right of action arise from a valid policy of insurance on the life of a person? If a promise to pay be founded on personal suffering, and the payee die, can his executors or administrators recover on such promise? Can the services of a servant or apprentice, bound by indenture, be assigned without the consent of the servant or apprentice? Can a married woman assign her dower contingent upon the death of the husband? Can the right to file a bill in equity for a fraud be assigned?

4. How may assignments of choses in action be made? If delivered

good a right thereto as if he had paid value therefor. Proof of a valuable consideration is only necessary when the rights of third parties are affected by such assign

ment.

5. The assignee of a chose in action takes it subject to all the offsets and equitable defences existing between the original parties. The action by the assignee is without prejudice to any set-offs or other defences existing at the time of, or before notice of, the assignmeut. A set-off is a claim due to the defendant from the plaintiff, which defendant claims to have allowed, for the purpose of liquidating a part or the whole of plaintiff's claim. Notice of the assignment must be given to the debtor. The equities must exist at the time of notice. The set-off must be a claim already due at the time of notice. If an account is assigned, and the debtor hold a promissory note of the assignor not already due at the time of the assignment and notice, the debtor cannot set-off such note against the account in an action against him by the assignee.

6. The admissions and declarations of an assignor of a chose in action, made while he is the holder, and before assignment, are evidence against his assignee, and all claiming under him. Admissions made after the assignment are not evidence against the assignee.

without writing? Can the owner give away a chose in action? When only is proof of payment of a valuable consideration necessary?

5. Subject to what does the assignee take the chose in action? The action of the assignee is without prejudice to what? What is a set-off? To whom must notice of the assignment be given? When must the equities exist? Must the set-off be already due? If an account be assigned, and the debtor hold a note of the assignor not already due, can the debtor set-off such note?

6. If the assignor made admissions while he was the holder, and before assignment? If made after the assignment?