R. 527. And the circumstance that each partner has brought unequal amount of capitabinto the common stock, or that one or more have brought in the whole capital and the others have only brought industry, skill, and experience,. would not seem to furnish any substantial ground of difference as to the distribution. Story, Partn. 24 ; 3 Kent, Comm. 28, 29 ; 21 Me. 117.
, 24. It has sometimes been asserted, how ever, that it is a matter of fact, to be settled 'by a jury or by a court, according to all the circumstances, what would be a reasonable Apportionment, uncontrolled by any natural presumption of equality in the distribution. Story, Partn. 24 ; 2 Campb. 45 ; 7 Bligb, 432 ; 5 Mills & S. 16. The opinion in Eng land seems divided ; but in America the au thorities seem decidedly to favor the doc trine of a presumed equality of interest. See American cases cited above; Story, Partn. 24-26.
Whether a partnership includes the capital stock, or is limited to the profit and loss, must lie determined from the agreement and inten tion of the parties. 21 Me. 120 ; Collyer, Partn. a 169-171. See 5 Tau nt.74 ; 4 Barn ew.
& C. 867 ; Story, Partn. 26.
A bond fide sale, for a valuable considera tion, by one partner to another, of all the partnership effects, is valid, and the property so conveyed becomes the separate estate of the purchaser although the firm and both partners are at the time insolvent. 9 Cush. Mass. 553 Collyer, Partn. 174, 894, 903 ; 21 Conn. 1'30, 137 ; 21 N. H. 462, 469.
25. 11(utual rights and personal obligations of partners. Good faith, reasonable diligence and skill, and the exercise of. a sound judg ment and discretion, lie at the very founda tion of the relation of partnership. The same rules and tests are to be applied to the conduct of partners as are ordinarily applied to that of trustees. Indeed, the functions, rights, and duties of partners in a great mea pare comprehend those both of trustees and agents. Collyer, Partn. a 178, 182 ; Story, Partn. 169 ; 3 Stor. C. C. 93, 101 ; 3 Yes. & B. Ch. Ir. 36 ; 1 Johns. Ch. N. Y. 470; 10 Hare, Ch. 522, 536 ; 14 Beav. Rolls, 250 ; 1 Mem St G. 294 ; 3 Smale & G. 419 ; 1 Lind ley, Partn. 492, 493. lf the partnership suffers loss from the gross negligence, unskilfulness, fraud, or other wanton misconduot of a part ner in the partnership business, or from a known deviation from the partnership articles, he is ordinarily responsible over to the othar partners for all losses and damages sustained thereby. 1 Sim. Ch. 89 ; Potlner, Partn. o. 133 ; 3 Kent, Comm. 52, note ; Story, Partn. I 173 and note. A partner withdrawing the funds of the concern, thereby diminishing the stock, andlapplying it to his own use, shall account to the others for the injury. 1 J..T. Marsh. Ky. 507 ; 3 Stor. C. C. 101. But if one partner, acting fairly and for the best according to his judgment, causes a loss, he ia not answerable to the others. 3 Wash. C.
C. 224. Not only gross frauds, but intrigues for private benefit, are clearly offences against the partnership at large, and, as such, am relievable in a court of equity. Collyer, Partn. 179 ; 15 Yes. Ch. 227 ; 3 Kent, Comrd. 51, 52 ; 1 Sim. Ch. 52, 89 ; 17 Yes. Ch. 298.
26. As it is the duty of the partners to devote themselves to the interests of the con cern, to exercise due diligence and skill for the promotion of the common benefit of the partnership, it follows that they must do it without any reward or compensation, although the services performed by the partners are very unequal in amount and value, unless there is an express stipulation for remunera tion, 7 Paige, Ch. N. Y. 483 ; 1 Anstr. 94;
1 Johns. Ch.-N. Y. 157, 165 ; 8 Dan. Ky. 219 ; 4 Gill, Md. 338 ; 2 Dev. & B. Eq. No. C. 123; 3 Johns. Ch. N. Y. 431 ; Story, Partn. 182; Collyer, Partn. 183. So no partner has a right to engage in any business or specula, tion which must necessarilydeprive the part nership of a portion of his skill, industry, or capital, 3 Kent, Comm. 51, 52; Collyer, Partn. 184 ; Story, Partn. 177 ; 1 Johns. Ch. N. Y. 305 ; 1 Sim. & S. Ch. 133, nor to place him self in a position which gives him a bias against the discharge of his duty, Collyer, Partn. 186 ; 1 Medd. & G. Ch. 367 ; Story, Partn. 175 ; 1 Sim. & S. Ch. 124; 9 Sim. Ch. 607 ; 11 Serg. & R. Penn. 41, 48 ; 3 Kent, Comm. 61, nor to make use of the partner ship stock for his own private benefit,Ilosely, 3 ; Collyer, Partn. 196 ; 6 Medd. Ch. 367 ; 4 Beav. Rolls, 534 ; 16 id. 485 ; 17 Yes. Ch. 298 ; 1 Moen. & G, 294 ; 1 Sim. Ch. 52, nor to introduce a stranger into the concern. Coll yer, Partn. a 8, 192; 7 Pick. Mass. 238; 8 Watts & S. Penn. 63 ; 16 Ohio, 166. Each partner should keep precise accounts, and have them always ready for inspection. Collyer, Partn. 189; 2 Jac. & W. Ch. 558 ; Story, Partn. 181 ; 16 Yes. Ch. 51 ; 1 Lindley, Partn. 665, 666 ; 3 Beav. Rolls, 388, note ; 1 DeGex & S. 692 ; 12 Sim. Ch. 460 ; 2 Phill. 222 ; 3 Younge & C. 655 ; 20 Beav. Rolls, 219.
27. In all ordinary matters relating to the partnership, the powers of the partners are coextensive, and neither has a right to exclude another from an equal share in the manage ment of the concern or from the possession of the partnership effects. CoRyer, Partn. 190; 2 Paige, Ch. N. Y. 310 ;. 16 Ves. Ch. 61 ; 2 Jae. & W. Ch. 558 ; 1 Lindley, Partn. 464. A partner ought not to transcend the ordinary privileges of a partner by incurring extravagant and unnecessary expense in the management of the concern, though for part nership purposes. Collyer, Partn. 191. The vreight of authority, it is said by Mr. Chancellor Kent, ia in favor of the power of a majority of the firm, acting in good faith, to bind the minority in the ordinary transac tions of the partnership and when all have been consulted. 3 Kent, Comm. 45 and note. See, also, Story, Partn. 123 and notes ; 3 Chitty, COMM. Law, 234 ; 6 Ves. Ch. 777 •, 5 Brown, Parl. Cas. 476, 489 ; Turn. it R. Ch. 516, 525 ; 3 Johns. Ch. N. Y. 400, 405, 406 ; 4 id. 473 • 1 Vern. Ch. 465.
It is the duty of those upon whom, by ap ,pointment or otherwise, it devolves, after tho 'aissolution of a firm, to wind up the affairs' 'of the partnership, to act for the best advan 'tage of the concern, to make no inconsistent use of the property, and to Seek no private .advantage in the oomposition of debts or in any other transaction in the performance of 'this business. 1 Taunt. 104 ; 1 Swanst. Ch. ,507 ; 2 id. 627. Nor, in this case, can any 'partner claim any commission for getting in the debts, or, in any other particular, reward or compensation for his trouble. 1 Knapp, Priv. Counc. 312 • 3 Kent. Comm, 64, note ; .Story, Partn. 33'1 and note; 17 Pick. Mass. 519 ; 4 Gratt. Va. 138 ; Collyer, Partn. 199 and note. But in 16 Vt. 613, a partner who performed services in settling up the affairs 'of a firm after• dissolution was allowed com pensation for them. See, also, 15 Mass. 120.