or entering into an arrangement to pay his creditors less than twenty shillings in the pound, or dying insolvent, the lender of aforesaid loan is not entitled to recover any portion of his principal or interest, nor is any vendor of a goodwill entitled to recover any profits, until the claims of the other creditors of the trader for valuable consideration in money or money's worth have been satisfied.

Dormant or sleeping partners are liable, when discovered, to the partnership debts. But it would seem that a sleeping partner is not responsible for any bill of exchange accepted by the acting partners in their names, unless such bill relate to the business of the partnership; because the sleeping partner had neither privity nor interest in the bill, not being accepted in a partnership transaction, nor was the bill taken on his credit, as he was not known to be a partner, 2 Car. & Pay. 188.

The acts of one partner, in drawing bills of exchange, endorsing such as are payable to the firm, and making and endorsing promissory notes, when they concern the joint trade, bind the firm. But it is otherwise if they concern the acceptor only in a disjoint interest.

A partner, as such, cannot bind his co-partner by deed without express or implied authority, 7 T. R. 476.

One partner may maintain an action for money received against the other partner, for money received to the separate use of the former, and wrongfully carried to the partnership account, Smith v. Barrow, 2 T. R. 207.

An entire firm may become bankrupt, or some or one only of the partners may become so whilst the remaining members continue solvent. Upon the bankruptcy of one partner under a separate fiat issued against him, his assignees take all his separate property, and all his interest in the partnership property; and if a joint fiat issue against all, the assignees take all the joint property and all the separate property of each individual partner.

The Companies Act of 1862, the 25 & 26 V. c. 89, requires partnerships of a certain number to be registered. By s. 4, no partnership of more than ten persons is to be formed for banking purposes, unless it is registered under the act, or is formed under some other statute or letters patent. Nor is any partnership of above twenty persons to be formed for the acquisition of gain unless it is registered, or is formed under an act of parliament or letters patent, or constituted for the working of mines within the jurisdiction of the Stannaries.

Although a partnership is not bound to be registered unless its members amount to twenty and has gain for its object, yet any

seven or more persons associated for a lawful purpose may, by s. 6, be so registered, with or without limited liability.

IV. DISSOLUTION OF PARTNERSHIP.

By the death of one partner, the partnership is dissolved, unless there is an express agreement for the transmission of an interest in the business to the deceased partner's family, or for the continuation of it by his executor or administrator.

Bankruptcy, outlawry, or attaint for treason or felony, constitutes a dissolution of partnership.

Where the partnership is special, or formed for a single dealing or transaction, as soon as that is completed the partnership is at an end of course. But where a general partnership is entered into for an unlimited time, it may be put an end to at any time by either of the parties, so that he does not break off with some sinister view.

A partnership may be dissolved by the expiration of the time for which it was constituted, by award of arbitrators, by the insanity of one of the firm, or by the gross misconduct of a partner, which will induce a court of equity to annul the contract.

An advertisement in the London Gazette is not sufficient announcement of the dissolution of partnership; notice ought to be sent to all persons with whom the firm had dealings while in partnership.

If a partner, when he retires, draw out of the partnership stock all that he had paid in, the house being insolvent at the time, he will be obliged to refund to the creditors of the other partner.

CHAPTER VIII.

Trustees.

TRUST is a power vested in a person to manage the property or interest of another, and the duties of the trustee are prescribed by the deed, will, settlement, or conveyance by which the trust is created. For breach of trust the remedy is by bill in chancery, the common law generally taking no cognizance of trusts. eriminal breaches of trust by a late statute, see Pt. VI., chap. ix.

For the

Debtors sometimes execute an assignment to trustees of the whole or part of their property, for the benefit of creditors. Such trusts can extend only to debts actually owing at the time of executing the deed and though the assignment may purport to be

only for such creditors as agree to execute it within the year, yet it is competent to any creditor to come in, even after the year, provided his debt existed at the time of making the deed: but after the expiration of a year, it would seem, creditors may be compelled either to come in or renounce all benefit from the trust, 1 Vernon, 260. Where personal property is bequeathed to executors, the probate of the will is an acceptance of the trust.

A trustee not having the whole power, and being obliged to join in receipts, is not chargeable for money received by a co-trustee; but where they join in a receipt, and it cannot be distinguished what was received by one and what by the other, they shall both be charged with the whole. Also, if a trustee be privy to the embezzlement of the trust-fund by his associate he shall be charged with the amount.

Trustees are accountable for the interest which they either do or might make from the employment of the money in their possession. They are also accountable for the whole profits they may derive from trading with the trust-fund.

As their office is considered purely honorary, they are not entitled to any allowance for their trouble in the trust, but they will be paid their costs in case of an unfounded suit against them. Equity, also, will occasionally allow remuneration for the management of the trust-fund, where the services of the trustee have been very beneficial, or the duties onerous, as in collecting weekly rents.

Courts of equity will cause trustees, upon their application, to be relieved, if upon inquiry it be found that they have done nothing to render them liable at a future period; and acts of parliament have provided for the conveyance or assignment of trust-estates when the trustees have become bankrupt, insolvent, or of unsound mind, or when they are out of the jurisdiction of equity.

The estates of trustees deceased, who have not acted in conformity with the trust, are liable for the consequences.

Trustees are controlled by the same principle as assignees in bankruptcy; for they are in no case permitted to purchase from themselves the trust estate, 1 Vern. 465, 2 Atk. 59; nor their solicitor, 6 Mer. 200.

By 10 & 11 V. c. 96, means are provided for securing trust moneys, and for relieving trustees from the responsibility of administering trust-funds in cases where they are desirous of being so relieved. Trustees may pay trust moneys or transfer stock and securities into the court of Chancery, and the receipt of the Bank cashier, or the certificate of the proper officer, is a sufficient discharge to the trustees. The court of Chancery may make orders on petition, without bill, for the application of trust moneys so paid, and for the administration of the trusts generally to which the moneys related. It is further provided that the lord chancellor,

with the assistance of the master of the rolls, or one of the vicechancellors, shall have power to make such orders as from time to time shall seem necessary for better carrying the provisions of this act into effect. To remove certain difficulties under this statute, the 12 & 13 V. c. 74, enacts that the court of Chancery may, upon application by a majority of trustees or executors, order payment or transfer of trust moneys, stock, or securities, into the

court.

By the 13 & 14 V. c. 60, the laws relating to the conveyance and transfer of property vested in mortgagees and trustees are consolidated and amended.

The 22 & 23 V. c. 35, amends the law of property and relieves trustees. It restricts effect of license to alien or lessee, and relieves against forfeiture in certain cases of policies of insurance for breach of covenant. Lessor to have benefit of an informal insurance, s. 7. Sale under power not to be avoided by reason of mistaken payment to tenant for life. Devisee in trust may raise money by sale, notwithstanding want of express power in the will, s. 14. By s. 24, any seller or mortgagor of land or of any chattels real or personal, or chose in action conveyed to a purchaser or to the attorney or agent of any such, who shall conceal any settlement, deed, will, or other instrument material to the title, or any incumbrance, from the purchaser, or falsify any pedigree upon which the title depends, with intent in any of such cases to defraud, is made guilty of a misdemeanor, liable to fine or imprisonment for any term not exceeding two years, with or without hard labour, or with both; and also liable to an action for damages at the suit of the purchaser or mortgagor. The remaining sections principally refer to liabilities of executors and administrators, and the distribution of assets after notice. By s. 30, trustee or executor may, by petition, apply to any judge of chancery for advice or direction in the management of trust property or assets.

By 23 & 24 V. c. 38, writs or execution of judgment are to be registered, and provision is made for protection of heirs and executors against unregistered judgments. By s. 9, when any trustee executor, &c., shall apply for advice or direction of a judge under 22 & 23 V. c. 35, the petition or statement shall be signed by counsel, and the judge, by whom it is to be answered, may require the applicant to attend him by counsel, either in chamber or in court, when he deems it necessary to have the assistance of counsel. Trustees and executors to invest trust-funds in the stocks in which costs under the control of court of Chancery are invested, s. 11. Order to take account of debts of deceased, under 13 & 14 V. c. 35, s. 19, may be made immediately after probate granted.

The 23 & 24 V. c. 145, gives to trustees, mortgagees, and others, certain powers now commonly inserted in settlements, mortgages, and wills. By s. 1, trustees empowered to sell, may sell in lots, and either by auction or private contract. Sale may be made under

special conditions, and trustees may exchange or buy in. Trustees exercising power of sale empowered to convey. Moneys arising from sale to be laid out in other lands, or in payment of encumbrances. Until purchase of lands, money to be invested at interest. Trustees of renewable leaseholds may renew, s. 8. Remaining sections relate to powers incident to mortgages, to the investment of trust-funds, the appointment and powers of trustees, executors, &c.

CHAPTER IX.

Executors and Administrators.

AN executor is he to whom a man commits the execution of his last will and testament. If the testator make an incomplete will, without naming executors, or if he name incapable persons, or if the executors named refuse to act; in any of these cases the ordinary may grant administration to some person, and the duties of the administrator so appointed nearly coincide with those of an executor.

When a person dies intestate, the ordinary is compellable to grant administration to the next of kin. For example, of the goods of the wife to the husband, and of the husband's effects to the widow or next of kin, or to both, at his discretion.

If a BASTARD die intestate, without wife or children, or if any other person die without kindred, the queen is entitled to the personal property as administrator; but, in case of a bastard, it is now usual for the crown to grant administration to some relative of the bastard's father or mother, reserving a tenth part, or some small portion, as a recognition of its rights. The real estate falls to the lord of the fee, or the queen, subject to the wife's right of dower and incumbrances, and it is customary to dispose of it in the same way.

An executor may be appointed either by express words, or by words that amount to a direct appointment; but, though a person is appointed executor, he is not bound to act, unless he has performed the offices which are proper for an executor, as by paying debts due from the testator, or receiving any debts due to him, or giving acquittances, &c.

If there are many executors of a will, and only one of them prove the will, and take upon him the executorship, it is sufficient for them all; and even after the death of the acting executor, the right of executorship survives to them; but if two executors are appointed by will, and one of them prove the will, in the name of both, without the consent of the other, this will not bind him who refused the executorship, unless he administers.