Further statutory rules.—Erpulsion of partner.—No majority of the partners can expel any partner, unless a power to do so has been conferred by express agreement between the partners. Retirement from partnership at will.—Where no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of his intention so to do to all the other partners. If the partnership has originally been constituted by deed, a written notice, signed by the partner giving it, is necessary for this purpose. Continuance of a partnership for a ternt.—Where a partnership entered into for a fixed term Is continued after the term has expired, and without any express new agree ment, the rights and duties of the partners remain the same as they were at the expiration of the term, so far as is consistent with the incidents of a partnership at will. The partnership so continues as a partnership at will. A 'continuance of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is presumed to be a continuance of the partnership. Rendering accounts.—Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives. Private profits.—Every partner must account to the firm for any benefit derived by him without the consent of the other partners from any transaction concerning the partnership, or from any use by him of the partnership property, name, or business connection. This rule also applies to transactions undertaken after a partnership has been dissolved by the death of a partner, and before the affairs thereof have been completely wound up, either by any surviving partner or by the representatives of the deceased partner. Competition with firm. — If a partner, without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, he must account for and pay over to the firm all profits made by him in that business. Assignee of partner's share.—An assignment by a partner of his share in the partnership, either absolute or by way of mortgage or redeemable charge, confers only limited rights upon the assignee, as against the other partners during the continuance of the partnership. He is not entitled to interfere in the management or administration of the partnership business or affairs, or to require any accounts of the partnership transactions, or to inspect the partnership books. He can only receive the share of profits to which the assigning partner would otherwise be entitled, and he must accept the account of profits agreed to by the partners. In case of a dissolution of the partnership, whether as respects all the partners or as respects the assigning partner, the asignee is entitled to receive the share of the partnership assets to which the assigning partner is entitled as between himself and the other partners, and for the purpose of ascertaining that share, to an account as from the date of the dissolution.
Dissolution of partnership.—Subject to the terms of any agreement between the partners, a partnership is dissoaved—if entered into for a fixed term, by the expiration of that term ; and if entered into for a single adven ture or undertaking, by the termination of that adventure or undertaking. So also is it, if entered into for an undefined time (as in the case of a part nership at will), by any partner giving notice to the other or others of his intention to dissolve the partnership : here the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or, if no date is mentioned, as from the date of the communication of the notice. And so also, as regards all the partners, by the death or bankruptcy of a partner. And it is also dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership. And a partnership may be dissolved, at the option of the other partners, if any partner suffers his share of the partnership property to be charged under the Act for his separate debt.
By the Court.—On application by a partner the Court may decree a dissolution of the partnership in any of the following cases :— (a) When a partner is found lunatic by inquisition, or in Scotland by cogni tion, or is shown to the satisfaction of the Court to be of permanently unsound mind, in either of which cases the application may be made as well on behalf of that partner by his committee or next friend or person having title to intervene as by any other partner; (b) When a partner, other than the partner suing, becomes in any other way permanently incapable of performing his part of the partnership contract ; (e) When a partner, other than the partner suing, has been guilty of such conduct as, in the opinion of the Court, regard being had to the nature of the business, is calculated to prejudicially affect the carrying on of the business ; (d) When a partner, other than the partner suing, wilfully or persis tently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partner ship with him ; (e) When the business of the partnership can only be carried on at a loss ; (f) Whenever in any case circumstances have arisen which, in the opinion of the Court, render it just and equitable that the partnership be dissolved.
Apparent members of old firm.—Where a person deals with a firm after a change in its constitution he is entitled to treat all apparent niembers of the old firm as still being members of the firm until he has notice of the change. A notice in the Gazette is sufficient in regard to persons who have not had prior dealings with the firm—those who have had such dealings require special notices. The estate of a partner N‘lto dies, or who becomes bankrupt, or of a partner who, not having been known to the person dealing with the firm to be a partner, retires from the firm, is not liable for partnership debts con tracted after the date of his death, bankruptcy, or retirement respectively, Right to ?loaf() dissolution.—On the dissolution of a partnership or retirement of a partner any partner may publicly notify the same ; and he may require the other partner or partners to concur for that purpose in all necessary or proper acts, if any, which cannot be done without his or their concurrence. Authority of partners when winding-up.—After the dissolution of a partner ship the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise. The firm is in no case, however, bound by the acts of' a partner who has become bankrupt ; but this rule does not affect the liability of any person who has after the bankruptcy' represented himself or knowingly suffered himself to be represented as a partner of the bankrupt.
Distribution ("partnership property.—Gcneral rights of partncrs.—On the dissolution of a partnership every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership primarily applied in payment of the debts and liabilities of the firm. Afterwards the surplus assets should be applied in payment of what may be due to the partners respectively after deducting what may be due from them as partners to the firm. In order to obtain this due application of the partnership property a partner, or his representatives, may, on the termination of the partnership apply to the Court to wind up the business and affairs of the firm. Apportionment (2f preniium.—This question arises in cases where one partner has paid a premiutn to another on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by ta death of a partner. Under such circumstances the Court may order the repayment of the premium, or of such part thereof as it thinks