The management of the business, or of some particular branch of it, is frequently intrusted by stipulation to one partner, and such partner will be protected in his rights by equity ; Story, Partn. §§ 172, 182, 193, 202 ; and see La. Clv. Code art. 2838; Pothier, Societe, n. 71; Dig. 14, 1, 1, 13.; Pothier, Pand. 14, 1, 4; or it may be to a majority of the partners, and should be where they are numerous. See PARTNERS.
The manner of furnishing capital and stock should be provided for. When a part ner is required to furnish his proportion of the stock at stated periods, or pay by in stalments, he will, where there are no stip ulations to the contrary, be considered a debtor to the firm; Story, Partn. § 203; 1 Swanst. 89. As to the fulfillment of some conditions precedent by a partner, such as the payment of so much capital, etc., see Lindl. Partn. *416 ; 1 Wins. Saund. 320 a. Sometimes a provision is inserted that real estate and fixtures belonging to the firm shall be considered, as between the partners, not as partnership but as several property; 1 App. Cas. 181; Rushing v. People, 42 Ark. 390; Stumph v. Bauer, 76 Ind. 157; Clem ents v. Jessup, 36 N. J. Eq. 569. In cases of bankruptcy, this property will be treated as the separate property of the partners ; Coll yer, Partn. §§ 905, 909; 5 Ves. 189; 3 Madd. 63.
The apportionment of profits and losses should be provided for. The law distributes these equally, in the absence of controlling circumstauces, without regard to the capital furnished by each; Story, Partn. 24; 3 Kent 28 ; Gould v. Gould, 6 Wend. (N. Y.) 263. But see 7 Bligh 432 ; 5 Wils. & S. 16 ; 20 Beay. 98 ; Hyatt v. Robinson, 15 Ohio, 399.
Very frequently the articles provide for the division of profits and determine the proportion in which each partner takes his share. There is nothing to prevent their making any bargain ou this subject that they see fit to make; Pars. Partn. § 172.
Periodical accounts of the property of the partnership may be stipulate,d for. These, when settled, are at least primd facie evi dence of the facts they contain ; 7 Sim. 239.
It is proper to stipulate that an account set tled shall be conclusive ; Lindl. Partn. *420.
The expulsion of a partner for gross mis conduct, bankruptcy, or other specified caus es may be provided for ; and the provision will govern, when the case occurs. See 10 Hare 493 ; L. R. 9 Ex. 190 ; Pars. Partn. 169. n ; Patterson v. Silliman, 28 Pa. 304.
A settlement of the affairs of the partner ship should always he -provided for. It is generally accomplished in one of the three following ways: first, by turning all the as sets into cash, and, after paying all the lia bilities of the partnership, dividing such money in proportion to the several interests of the parties ; or, second, by providing that one or more of the partners shall be entitled to purchase the shares of the others at a valuation ; 20 Beay. 442 ; or, third, that all the property of the partnership shall be ap praised, and that after paying the partner ship debts it shall be divided in the proper proportions. The first of these modes is adopted by courts of equity in the absence of express stipulations ; Lindl. Partn. 2d Am. ed. (Ewell) *429; Story, Partn. § 207 ; 8 Sim. 529; but see 6 Madd. 146 ; 3 Hare 581. Where partnership accounts have been fully settled, an express promise by one to pay the balance due to another is not necessary ; Sears v. Starbird, 78 Cal. 225, 20 Pac. 547.
Submission of disputes to arbitration is provided for frequently. but such a clause is nugatory, as no action will lie for a breach ; Story, Partn. § 215 ; and (except in England, under Coni. L. Proc. Act, 1854) it is no defence to an action relative to the mat ter to be referred ; Pars. Partn. 170 ; see Lindl. Partn. 2d Am. ed. (Ewell) *451. Where , the settlement of partnership accounts is made by arbitrators without fraud, it will not be disturbed ; Abell's Adm'r v. Phillips (Ky.) 13 S. W. 109.
The articles should be executed by the parties, but need not be under seal. See PAR