"The survivors are not partners," says Prof. Parsons, "but tenants in common, or joint owners with the representatives of the deceased of the stock or property in possession and have all necessary rights to settle the affairs of the concern and pay its debts. After dissolution, however caused, one who had been a partner has no authority to make or indorse notes or bills with the name of the firm, even if he be expressly authorized to settle the affairs of the firm. There must be distinct authority to sign for the others who were formerly partners." A verbal authority, however, will be sufficient.

68. When a partnership has been dissolved by the withdrawal or retirement of one of the partners, what course should he pursue to relieve himself from future liability?

He should give notice of the dissolution in one of the usual advertising gazettes of the place where the business was carried on, and actual and express notice to all who previously had dealings with the firm. Without this the partners may still act in the name of the firm, and create liabilities on its members in favor of others, unless it can be proved that they had notice of the dissolution. A notice, however, is not necessary in cases of dissolution by the bankruptcy or death of a partner; nor where a dormant partner retires from a firm, except to those who knew the fact of his being a dormant partner.

When one partner assigns his share or interest in the partnership property to the others, observe that the word release is used. Partners are joint tenants, and it is said that the word "release" can alone pass the whole interest.

69. What is the method usually adopted in the settlement of partnership affairs?

If the partners have specified a particular mode in their

articles of copartnership, that will be held to furnish the true rule of adjustment in winding up the partnership affairs. In the absence of express stipulations, or the abandonment thereof, the course adopted by Courts of Equity is, first, to order a sale of all the real and personal property, including stock, leases and good-will, as the best means of ascertaining the value, and from the proceeds thereof to discharge the debts of the concern. After the debts have been discharged, an account will be taken between the partners, going no further back than the last stated account, unless a gross and palpable error or fraud can be shown. Each partner is to be credited with whatever he has advanced to the partnership, and charged with all the debts and claims which he owes, or is accountable for to the partnership; with all interest accruing upon the same debts and claims; and with all profits which he has made out of the partnership effects, during the partnership or since the dissolution, either rightfully or by a misapplication thereof. In the final division, the partners share equally, if the contract, or books, or usage of the firm do not show a different arrangement.

70. When a change has been made in a firm by the retirement of one partner, or the admission of a new one, what precaution should be taken with reference to the securities of guaranty and suretyship held by the firm?

It is a wise precaution to examine all such securities, and if they do not expressly provide for a continuance, in case of change of partners, new obligations should be substituted for them. It has been decided that a guarantor is not liable on a guaranty for advances to be made or credits to be given, from time to time, after a change of the original partners; and that a surety is not liable on a bond given.

by a principal and surety to a firm for advances made by the firm to the principal after the withdrawal or death of one of the partners. The ground of this decision is, that it is presumed the surety had regard to the character of the persons composing the firm, and it may have been that the partner, dying or going out, was the one on whose prudence and integrity he relied not to make imprudent advances. Upon the same general principle, bonds given by sureties to partners for the fidelity and good conduct of clerks, agents, or other officers, will not apply as a security after any change of the members of the partnership.

CHAPTER VI.

CONSCIENCE IN BUSINESS.

"Constant engagement in traffic and barter has no elevating tendency. The endeavor to obtain the upperhand of those with whom we have to deal; to make good bargains; the higgling and scheming; and the thousand petty artifices which in these days of stern competition are unscrupulously resorted to, tend to narrow the sphere and to lessen the strength of the intellect, and at the same time the delicacy of the moral sense. The consequence is, that mental and moral obligations have been overlooked and slighted. We would see the spirit of religion introduced into business, and the method and perseverance of business carried into religion."-LYNDALL.

71.

...

HAT is the test by which the morality of an action may be determined?

Moral laws so far as they are identical with the will of God are learned from two sources: first, express revelation; and secondly, the light of nature or tendency of any action to promote or diminish the general happiness. Where the great Creator has expressly made known His will, it "sure becomes the creature" to obey. Thou shalt not steal is a plain command, and plainly forbids one mode of getting money. Love thy neighbor as thyself, or what is called the golden rule, is a general guide by which the morality of all actions affecting others may be determined. But where His will is not so plainly manifest, we must inquire of our reason, in order to determine whether an action we are about to do be right or wrong in view of morality, what would be the effect on the

general happiness of mankind, if such action was generally permitted? God has plainly designed the happiness of His creatures, as may be seen in the construction of the world and of man. "If He had wished our misery, he might have made sure of His purpose, by forming our senses to be so many sores and pains to us, as they now are instruments of gratification and enjoyment; or by placing us amidst objects so ill-suited to our perceptions as to have continually offended us, instead of ministering to our refreshment and delight. He might have made everything we tasted bitter; everything we saw loathsome; everything we touched a sting; every smell a stench; and every sound a discord." Whatever, therefore, would tend, if generally done or allowed, to increase the happiness of mankind, is in conformity with His will, and whatever would produce evil, or inconvenience, or misery, is a violation of the moral law. Here we arrive at the foundation of the obligation of contracts. Hence, a man is obliged to keep his word, to perform his promises, to execute his contracts; because, if men's promises and agreements could not be relied upon, there would be an end to confidence, which is essential in all the relations of life, and to the existence of happiness.

72. What is the test by which the morality of BARGAINS may be determined?

The obligation of promises is to be measured by the expectation which the promiser voluntarily and knowingly excites; and, therefore, Moral Philosophy, which is one of the interpreters of moral law, has deduced a rule governing the construction of contracts, which is that

Whatever is expected by one side, and known to be so expected by the other, is to be deemed a part or condition of the

contract.