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Articles of Partnership

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ARTICLES OF PARTNERSHIP. A writ ten agreement by which the parties enter to a partnership upon the conditions therein mentioned.

These are to be distinguished from agreements to enter into a partnership at a future time. By arti cles of partnership a partnership is actually estab lished; while an agreement for a partnership is merely a contract, which may be taken advantage of in a manner similar to other contracts. Where, an agreement to enter into a partnership is broken, an action lies at law to recover damages; and equity, in some cases, to prevent frauds or mani festly mischievous consequences, will enforce spe cific performance; Story, Partn. § 109; 3 Atk. 383; 1 Swanst. 513, n.; Lindl. Partn. *476 ; 17 Beay.. 294 ; but not when the partnership may be immedi ately dissolved ; 9 Ves. Ch. 360.• Specific perform ance was decreed in Whitworth v. Harris, 40 Miss. 483 ; Birchett v. Bolling, 5 Munf. (Va.) 442; and refused in Wadsworth v. Manning, 4 Md. 60. See 8 Beay. 129; 30 id. 376.

The instrument should contain the names of the contracting parties severally set out; the agreement that the parties do by the instrument enter into a partnership, express ed in such terms as to distinguish it from a covenant to enter into partnership at a sub sequent time ; the date, and necessary stip ulations, some of the more common of which follow.

The commencement of the partnership should be expressly provided for. The date of the articles is the time, when • no other time is fixed by them ; 5 B. & C. 108; Lindl. Part. (2d Am. Ed.) *201, *412 ; Ingraham v. Foster, 31 Ala. 123 ; Beaman v. Whitney, 20 Me. 413 ; Everit v. Watts, 10 Paige (N. Y.) 82 ; if not dated, parol evidence is admis sible to show that they were not intended to take effect at the time of their execution; 17 C. B. 625.

The duration of the partnership should be stated. It may be for life, for a limited pe riod of time, or for a limited number of ad ventures. When a term is fixed, it endures until that period has elapsed; when no term or limitation is fixed, the partnership may be dissolved at the will of either partner; 17 Ves. 298 ; Carlton v. Cummins, 51 Ind. 478 ; McElvey v. Lewis, 76 N. Y. 373; Lindl.

Partn. *121; *413 ; see Williams v. Ins. Co., 150 Pa. 20, 24 Atl. 346. Dissolution follows immediately and inevitably on the death of a partner ; Hoard v. Clum, 31 Minn. 1S6, 17 N. W. 275 ; but provision may be made for the succession of the executors or adminis trators or a child or children of a deceased partner to his place and rights; Burwell v. Cawood, 2 How. (U. S.) 560, 11 L. Ed. 378; Powell v. Hopson, 13 La. Anu. 626; 9 Ves. Ch. 500. Where a provision is made for a succession by appointment, and the partner dies without appointing, his executors or ad ministrators may continue the partnership or not, at their option ; 1 McClel. & Y. 579; Coll. Ch. 157. A continuance of the part nership beyond the period fixed for its ter mination will, in the absence of circumstanc es showing intent, be implied to be upon the basis of the old articles; U. S. Bank v. Bin ney, 5 Mas. 176, 185, Fed. Cas. 24o. 16,791; 15 Ves. Ch. 218 ; 1 Moll. Ch. 466; but it will be considered as at will, and not as renewed for a further definite period ; 17 Ves. 307. Persons dealing with a partnership are not bound by any stipulation as to its dis solution or continuance, unless they have ac tual notice before making contracts with the firm; St. Louis Eleetric Lamp Co. v. Mar shall, 78 Ga. 168, 1 S. E. 430; Central Nat. Bank v. Frye, 148 Mass. 498, 20 N. E. 325.

The nature of the business and the place of carrying it on should be very carefully and exactly specified. Courts of equity will grant an injunction when one or more of the partners attempt, against the wishes of one or more 'of them, to extend such busi ness beyond the provision contained in the articles ; Story, Partn. § 193 ; Abbot v. John son, 32 N. H. 9 ; Livingston v. Lynch, 4 Johns. Ch. (N. Y.) The name of the firm should be expressed. The members of the partnership are required to use the name thus agreed upon, and a de parture from it will make them individually liable to third persons or to their partners, iu particular cases; Lindl. Partn. *413; 2 Jac. & W. 266 ; 9 Ad. & E. 314 ; Story, Partn. §§ 102, 136, 142, 202; Crawford v. Collins, 45 Barb. (N. Y.) 269.

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