RIOHTS ANn DUTIES. General rules. Good faith, reasonable diligence and skill, and the exercise of a sound judgment and discre tion, lie at the very foundation of the rela tion of partnership. In this respect the same general rules apply to partners which are applicable to the other fiduciary rela tions; Story, Part. § 169; 14 Beay. 250; Morrison v. Smith, 81 Ill. 221; Appeal of Raiguel, 80 Pa. 234. It becomes, therefore, the implied duty of each partner to devote himself to the interests of the business, and to exercise due diligence and skill for the promotion of the common benefit of the part nership. No partner has, ordinarily, a right to engage in any business or speculation which must necessarily deprive the partner ship of a portion of his skill, industry, or capital; 3 Kent 51; Long v. Majestre, 1 Johns. Ch. (N. Y.) 305; 1 S. & S. 133 ; nor to place himself in a position which gives him a bias against the discharge of his duty ; Story, Part. § 175; 1 S. & S. 124; Gratz v. Bayard, 11 S. & R. (Pa.) 41, 48; 3 Kent 61; nor to make use of the partnership property for his own private benefit ; 4 Beay. 534 ; 1 Sim. 52; Todd v. Rafferty's Adm'rs, 30 N. J. Eq. 254; nor to make a personal profit out of any transaction connected with firm inter ests; Mitchell v. Reed, 61 N. Y. 123, 19 Am. Rep. 252. He cannot make a profit out of any transaction between himself and the firm ; L. R. 18 Eq. 524 ; a partner cannot engage in any other business in which he competes with his firm; 1 S. & S. 124. But a partner may traffic outside of the scope of the firm's business for his own benefit and advantage; Latta v. Kilbourn, 150 U. S. 524, 14 Sup. Ct. 201, 37 L. Ed. 1169.
In the absence of agreement to the con trary each partner has an equal right to sharb in the management ; Wilcox v. Pratt, 125 N. Y. 688, 25 N. E. 1091; and this right may be protected by injunction ; Miller v. O'Boyle, 89 Fed. 140; Abbot v. Johnson, 32 N. H. 9.
Account in 'equity. Every partner has a right to an account from his co-partner, which may be enforced in equity, whereby a partner is enabled to secure the applica tion of partnership assets to firm debts and the distribution of the surplus among the members of the firm ; 8 Beay. 106; Niles v.
Williams, 24 Conn. 279.
It was formerly the rule that a bill for an account would not be entertained except as incidental to obtaining a dissolution; Lord v. Hull, 178 N. Y. 9, 70 N. E. 69, 102 Am. St. Rep. 484; Childers v. Neely, 47 W. Va. 70, 34 S. E. 828, 49 L. R. A. 468, 81 Am. St. Rep. 777 ; but this rule has been de parted from where injustice would arise from its enforcement ; 32 Beay. 177; Ma loney v. Crow, 11 Colo. App. 518, 53 Pac. 828 ; Hogan v. Walsh, 122 Ga. 283, 50 S. E: 84; Sanger v. French, 157 N. Y. 213, 51 N. E. 979; Bruns v. Heise, 101 Md. 163, 60 Atl. 604.
A silent partner may have a bill for an account ; Harvey v. Varney, 98 Mass. 118. It has been held that a partner's bill for an account will be barred by the statute of limitations ; Cowart v. Perrin, 18 N. J. Eq. 457. See Gray v. Green, 66 Hun 469, 21 N. Y. Supp. 533. But not for secret profits made by one partner in transacting firm business;' Todd v. Rafferty's Adm'rs, 30 N. J. Eq. 254. A partner cannot maintain ac count against a co-partner for the profits of an illegal traffic; Dunham v. Presby, 120. Mass. 285.
Accounts to be kept. In order to give the partners information that the business is being carried on for their mutual ad vantage, it is the duty of each to keep an accurate account ready for inspection ; 2 J. & W. 556; Story, Part. § 181.
In the absence of agreement this duty rests equally upon each partner ; Morris v. Griffin, 83 Ia. 327, 49 N. W. 846 ; though it is usually delegated to one partner, or a clerk, in which case it is the duty of each partner to give him necessary information ; Knapp v. Edwards, 57 Wis. 191, 15 N. W. 140; Kelley v. Greenleaf, 3 Sto. 105, Fed. Cas. No. 7,657.