So equity will dissolve for any breach of duty, though not at the suit of the party who is alone at fault; Gilmore, Partn. 585; in such case, for example, as the desertion or absconding of a partner, which has been in some cases held to work a • dissolution ipso facto; Whitman v. Leonard, 3 Pick. (Mass.) 177; Ayer v. Ayer, 41 Vt. 346; Beaver v. Lewis, 14 Ark. 138; Potter v. Moses, 1 R. I. 430 ; but, generally, it is treated merely as ground of a suit ; Burgess v. Badger, 124 Ill. 288, 14 N. E. 850; Arnold v. Brown, 24 Pick. (Mass.) 89, 35 Am. Dec. 296; Denver v. Roane, 99 U. S. 355, 25 L. Ed. 476; Ambler v. Whipple, 20 Wall. (U. S.) 546, 22 L. Ed. 403; 3 Ves. 74. The courts have interfered where profit, which is the object of partner ship, was clearly out of the question; Burns v. Rosenstein, 135 U. S. 449, 10 Sup. Ct. 817, 34 L. Ed. 193 ; Moies v. O'Neill, 23 N. J. Eq. 207; Dunn v. McNaught, 38 Ga. 179; 13 Sim. 495; or where the firm was formed to ex ploit a patented device which proved to be a failure ; 1 Cox 213; or where the business was a whaling voyage, with no prospects of success after six months trial ; Brown v. Hicks, 8 Fed. 155; or where the firm proper ty had been destroyed or taken away by an army of invasion; Jackson v. Deese, 35 Ga. 84 ; or where the business could not be car ried on as provided in the articles; Holladay v Elliott, 8 Or. 85; Rosenstein v. Burns, 41 Fed. 841; or where the partners were un willing or unable to advance necessary funds; Sieghortner v. Weissenborn, 20 N. J. Eq. 172 ; 3 Kay & J. 78.
Equity will not act on slight grounds; Ap peal of Slemmer, 58 Pa. 168, 98 Am. Dec. 255 ; it requires a strong case; Gerard v. Gateau, 84 Ill. 121, 25 Am. Rep. 438; Sloan v. Moore, 37 Pa. 217; Loomis v. McKenzie, 31 Ia. 425 ; 25 Beay. 190 ; for minor difficul ties it will be sufficient to interfere by in junction ; Sieghortner v. Weissenborn, 20 N. J. Eq. 172. As to what are slight grievances and also gross misconduct, it is sometimes difficult to determine and must depend upon the circumstances of the case as bearing up on the question whether the acts complained of would prevent the profitable continuance of the business upon the terms of the arti cles; Page v. Vankirk, 1 Brewst. (Pa.) 282.
A partner cannot, by misconducting him self and rendering it impossible for his co partners to act in harmony with him, obtain a dissolution On the ground of the impossi bility so created by himself ; 21 Beay. 493; 3 Hare 387; Gerard v. Gateau, 84 III. 121, 25 Am. Rep. 438. A partnership may be dis solved by decree when its business is in a hopeless state, its continuance impracticable, and its property liable to be wasted and lost ; 3 Kent 60 ; Griswold v. Waddington, 16 Johns. (N. Y.) 491; 13* Sim. 495; Holladay v. Elliott, 8 Or. 84; Rosenstein v. Burns, 41 Fed. 841; or where there was fraud in in ducing a partner to enter into the partner ship ; id.
The confirmed lunacy of an active partner is sufficient to induce a court of equity to decree a dissolution, not only for the pur pose of protecting the lunatic, but also to re lieve his co-partners from the difficult posi tion in which the lunacy places them. See 6 Beay. 324; 3 Y. & C. 184; Raymond v. Vaughn, 128 III. 256, 21 N. E. 566, 4 L. R. A. 440, 15 Am. St. Rep. 112. The same may be
said of every other inveterate infirmity, which has seized upon one of the partners and rendered him incompetent to act where his personal labor and skill were contracted for ; 3 Kent 62. But lunacy does not itself dissolve the firm, nor do other infirmities; 3 Kent 58; Story, Part. § 295 ; this is said to be supported by the current of authorities ; Pars. Part. § 362. It is, however, contended by Mr. Justice Story and by Parker, C. J., that a clear case of insanity ought to effect that result ; Story, Part. § 295 ; Davis v. Lane, 10 N. H. 156. An inquisition of lunacy found against a member dissolves the firm; Isler v. Baker, 6 Humph. (Tenn.) 85. The court does not decree a dissolution on the ground of lunacy except upon clear evidence that the malady exists and is incurable ; 3 Y. & C. 184; 2 K. & J. 441. A temporary illness is not sufficient ; 2 Ves. ' Sen. 34 ; 1 Cox 107. A dissolution by the court on the ground of insanity dates from the decree and not from a prior day ; 1 K. & J. 765.
13: The sale by a partner of all the firm property, or of his entire interest therein, effects a dissolution of the firm; Davis v. Niswonger, 145 Ind. 426, 44 N. E. 542; Coggs well & Boulter Co. v. Coggswell (N. J.) 40 Atl. 213; Appeal of Haeberly, 191 Pa. 239, 43 Atl. 207. It is immaterial whether the sale is to a co-partner ; Lesure v. Norris, 11 Cush. (Mass.) 328; Schleicher v. Walker, 28 Fla. 680, 10 South. 33; Wiggin v. Goodwin, 63 Me. 389 ; or to a third person ; Monroe v. Hamilton, 60 Ala. 226; McCall v. Moss, 112 III. 493 ; 25 Ont. 559. In the former case, the sale is sometimes treated only as evi dence of a, dissolution ; Waller v. Davis, 59 Ia. 103, 12 N. W. 798; Lobdell v. Baldwin, 93 Mich. 569, 53 N. W. 730; Taft v. Buffum, 14 Pick. (Mass.) 322.
Annulment. In cases of fraud, imposi tion, and oppression in the original agree ment, the partnership may be declared void ab initio; Gilmore, Partn. 589. Such decree has been made where the complaining party was induced to enter into the contract by fraudulent entries and alterations of books; Richards v. Todd, 127 Mass. 169; or where the contract was induced by false represen tations ; Caplen v. Cox, 42 Tex. Civ. App. 297, 92 S. W. 1048; Hynes v. Stewart, 10 B. Mon. (Ky.) 429; Harlow v. La Drum, 151 N. Y. 278, 45 N. E. 859. This remedy has been invoked in many cases ; Oteri v. Scalzo, 145 U. S. 578, 12 Sup. Ct. 895, 36 L. Ed. 824; Smith v. Everett, 126 Mass. 304 ; Hollister v. Simonson, 36 App. Div. 63, 55 N. Y. Supp. 372 ; Gibson v. Cunningham, 92 Mo. 131, 5 S. W. 12; 20 Ch. Div. 1; and it will be ap plied wherever the misrepresentation was material; 1 Giff. 355 ; although it might not be sufficient to sustain an action for deceit; 34 Ch. Div. 582 ; but it cannot be availed of for a comparatively trifling cause, as mere exaggeration of the value of property or puffing the prospects of the venture; Gerard v. Gateau, 84 Ill. 121, 25 Am. Rep. 438; 5 De G. M. & G. 126. A partner having knowl edge of the fraud, who .has recognized the fraudulent contract as valid, cannot obtain a rescission; Andriessen's Appeal, 123 Pa. 303, 16 Atl. 840; Evans v. Montgomery, 50 Ia. 325; St. John v. Hendrickson, 81 Ind,. 350 ; 10 L. T. 561.