partnership, no particular mode of proceeding is necessary. It may be formed by a verbal agreement, or by written contract; and, except in some especial cases, where real estate is involved, it is not necessary that the agreement should be under seal. If the parties agree to unite their means and skill in the common undertaking, and proceed to act upon such agreement, their liability and authority as partners begin, without other formality. If no particular terms are mentioned and established, the law presumes that they are equal partners, in every respect, and that the interests, advantages, benefits, profits, losses and labors are equal.

A secret partner is one who is actually a partner by participation of profit, but is not avowed or known to be such; and a dormant partner is one who takes no share in the conduct or control of the business of the firm. Both of these are liable to creditors, even if the creditors did not know them to be members of the firm, on the ground of their interest and participation in the profits, which constitute, with the property of the firm, the funds to which creditors may look for payment. A nominal partner is one who holds himself out to the world as such, but is not so in fact. He is liable to creditors of the firm, on the ground that he justifies them in trusting the firm on his credit, and indeed, invites them to do so, by declaring himself to be a partner.

The liability of each member of the firm for its just debts created after he became a partner, extends not only to his interest in the property of the partnership, but also to his individual property. And such liability may be created not only by the joint act of the firm, but by that of either member.

A partnership may be dissolved at the will of any member, unless differently provided by the articles of agreement. He could not, however, exercise this power wantonly and injuriously to the other partners, without making himself responsible for the damage he may cause.

On the death of one of the parties the firm is dissolved, and the surviving partners have the right to close out the interest of the deceased member, and they are held accountable to the representatives of the deceased for the proceeds.'

1 Wood's Dig. art. 2817; Statutes O. p. 851; Statutes Wash. Ter. 274.

A partnership may also be dissolved, by the transfer by one or more partners, of his interest, or by decree of a competent court.

Until a dissolution of the partnership, one member cannot bring an action at law against the others. He may, however, file a bill in equity, praying a dissolution of the partnership, and that an accounting be had, and his just rights and claims be secured to him.

After the dissolution of a partnership, neither party can make any disposition of the partnership effects, inconsistent with the primary duty of paying the partnership debts; though either party may receive payment of debts due the firm, and apply the amount received on the partnership liabilities.

In case of the failure of a firm, if an assignment become necessary, such assignment can only be made under the mode laid down by our state law "for the relief of insolvent debtors, and the protection of creditors," which is treated of in the chapter entitled INSOLVENCY.

Where a firm is sued, the action may describe them by the common firm name, and the process may be served on one or more of the associates, but the judgment in such case shall bind only the joint property of the associates.'

LIMITED PARTNERSHIP.

ACT OF APRIL 4, 1850, TO AUTHORIZE THE FORMATION OF LIMITED PARTNERSHIPS.

SECTION 1. Limited partnerships for the transaction of mercantile, mechanical, mining or manufacturing business within this state, may be formed by two or more persons, upon the terms, and subject to the conditions and liabilities prescribed in this act; but nothing contained in this act shall authorize such partnerships for the purpose of banking or insurance.

SEC. 2. The said partnerships may consist of one or more persons, who shall be called general partners, who shall be jointly and severally responsible as general partners are by law, and of one or more persons who shall contribute to the common stock a specific sum in actual cash payment as capital, who shall be called special partners, and who shall not be personally liable for any debts of the partnership, except in the cases hereinafter mentioned. [Amended May 3, 1854.]

1 Wood's Dig art. 806.

SEC. 3. The persons forming such partnerships shall make and severally sign a certificate, which shall contain the name or firm under which said partnership is to be conducted, the names and respective places of residence of all the general and special partners, distinguishing who are general, and who are special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence and when it is to terminate.

SEC. 4. No such partnership shall be deemed to have been formed, until a certificate, made as aforesaid, shall be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, and recorded in the office of the recorder of the county in which the principal place of business of the partnership is situated, in a book to be kept for that purpose open to public inspection; and if the partnership shall have places of business situated in different counties, a copy of the certificate, certified by the recorder in whose office it shall be recorded, shall be filed and recorded in like manner, in the office of the recorder in every such county. If any false statement shall be made in any such certificate, all the persons interested in the partnership shall be liable as general partners for all the engagements thereof.

SEC. 5. The partners shall, for three successive weeks immediately after such registry, publish a copy of the certificate above mentioned, in a newspaper printed in the county where their principal place of business is situated, and if no such paper bo there printed, then in a newspaper in the state nearest thereto; and in case such publication be not so made, the partnership shall be deemed general.

SEC. 6. Upon every renewal or continuation of a limited partnership, beyond the time originally agreed upon for its duration, a certificate thereof shall be made, acknowledged, recorded and published, in like manner as is provided in this act for the origi nal formation of limited partnerships; and every such partnership which shall not be renewed in conformity with the provisions of this section, shall be deemed a general partnership.

SEC. 7. The business of the partnership shall be conducted

under a firm, in which the names of the general partners only shall be inserted, and the general partners only shall transact the business. If the name of any special partner shall be used in such firm, with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership, with any person except the general partners, he shall be deemed and treated as a general partner..

SEC. 8. During the continuance of any partnership under the provisions of this act, no part of the capital stock thereof shall be withdrawn, nor any division of interests or profits be made so as to reduce such capital stock below the sum stated in the certificate before mentioned. If at any time during the continuance, or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, the special partners shall severally be held responsible for all sums by them in any way received, withdrawn, or divided, with interest thereon, from the time when they were so withdrawn respectively.

SEC. 11. All suits respecting the business of such partnership shall be prosecuted by and against the general partners only, except in those cases in which provision is made in this act, that the special partners shall be deemed general partners, and that special partnerships shall be deemed general partnerships, in which cases all the partners deemed general partners may join or be joined in such suits, and excepting also those cases where special partners shall be held severally responsible on account of any sum by them received or withdrawn from the common stock, as before provided.

SEC. 12. No dissolution of a limited partnership shall take place, except by operation of law, before the time specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the recorder's office in which the original certificate, or the certificate of renewal or continuation of the partnership, was recorded, and unless such notice shall also be published for three successive weeks in some newspaper printed in the county where the certificates of the formation of such partnerships were published, according to the provisions of this act; and if no newspaper shall, at the time of such dissolution, be printed in such county, then the notice of such dissolution shall be published in some newspaper in this state nearest thereto.

SEC. 13. In all cases not otherwise provided for in this act, the members of limited partnerships shall be subject to all the liabilities, and entitled to all the rights of general partners.

No statute in regard to limited partnership exists in Oregon and Washington.

JUDICIAL DECISIONS.

Where a private creditor has execution against one of several copartners, his interest in the property of the firm may be seized and sold by the officer, and the purchaser at the sale will become a tenant in common with the other partner or partners: but the right which such purchaser may acquire will be subject to the adjustment of the partnership concerns, and the debts of the firm must be first satisfied out of the partnership effects.'

To affect the rights of one dealing with a partnership firm, actual notice of its dissolution must be brought home to him.'

Where a foreign miner, subject to a license, was employed by one of a partnership to work in the mines which were partnership property, the employer is liable for the license tax, and not the partnership.'

One partner cannot bind his copartner by a submission of partnership matters to arbitration; but such submission is good against the partner agreeing to it.*

A partnership may be dissolved by the wrongful acts of one of the parties.

When a partner makes a note in the name of the partnership, it will render all the partners liable to a bona fide holder, although it has no relation to the partnership business, and the other partners were wholly ignorant of the transaction, and were even intentionally defrauded by their partner.

Where a mining company, not incorporate, forms a trading partnership, with an individual under a firm name, each member of the mining company is a member of the firm.'

Where one of the mining company acted as salesman of the firm, it cannot be pretended that he was a dormant partner, whose acts would not bind the firm."