Dissolution. A partnership may be dis solved : 1. By the act of the parties: as by their mutual consent; Bank v. Page, 98 Ill. 109; 3 Kent 54; and where no specified period is limited for the continuance of the partnership, either party may dissolve it at any time ; Fletcher v. Reed, 131 Mass. 312 ; McElvey v. Lewis, 76 N. Y. 373; Karrick v. Hannaman, 168 U. S. 334, 18 Sup. Ct. 135, 42 L. Ed. 484; Carlton v. Cummins, 51 lnd. 478; Lawrence v. Robinson, 4 Colo. 567. It will then continue only for purposes of wind ing up; 17 Ves. 298; Brown's Ex'r v. Higgin botham, 5 Leigh (Va.) 583, 27 Am. Dec. 618; Davis v. Megroz, 55 N. J. L. 427, 26 Atl. 1009. But a court of equity would perhaps inter fere to prevent irreparable injury by an un timely dissolution; 1 Swanst. 512. Where there is an agreement to continue the busi ness for a certain time, one partner has no right to have a dissolution except for special cause; Waterbury v. Exp. Co., 50 Barb. (N. Y.) 169; Hannaman v. Karrick, 9 Utah 236, 33 Pac. 1039. But it is held that a partner can dissolve a partnership formed for a defi nite period, before the end of that period, but that he is liable in damages for the value of the profits which the other partner would otherwise have received ; Bagley v. Smith, 10 N. Y. 489, 61 Am. Dec. 756 ; Karrick v. Hannaman, 168 U. S. 337, 18 Sup. Ct. 135, 42 L. Ed. 484. In general, any circumstance which renders the continuance of the part nership, or the attainment of the end for which it was created, practically impossible, would seem sufficient to warrant a dissolu tion; 22 Beay. 471. A sale by one partner of his interest in the firm's property to the oth ers has been held not necessarily to work a dissolution of the firm; Lobdell v. Baldwin, 93 Mich. 569, 53 N. W. 730; but see Schleich er v. Walker, 28 Fla. 680, 10 South. 33.
Whether a partnership for a certain time can be dissolved by one partner at his mere will before the term has expired, seems not to be absolutely and definitely settled; Story, Part. § 275. In favor ,of the right of one partner in such cases, see 3 Kent 55 ; Solo mon v. Kirkwood, 55 Mich. 256, 21 N. W. 336, Per Cooley, J. ; Appeal of Slemmer, 58 Pa.
155, 98 Am. Dec. 248; Karrick v. Hannaman, 168 U. S. 337, 18 Sup. Ct. 135, 42 L. Ed. 484; Swift v. Ward, 80 Ia. 700, 45 N. W. 1044, 11 L. R. A. 302; Monroe v. Conner, 15 Me. 178, 32 Am., Dec. 148; Lapenta v. Lettieri, 72 Conn. 377, 44 Ad. 730, 77 Am. St. Rep. Among the authorities against this right are Story, Part. § 275 ; Howell v. Harvey, 5 Ark. 281, 39 Am. Dec. 376 ; Pgarpoint v. Graham, 4 Wash. C. C. 234, Fed. Cas. No. 10,877; Ewell's Lind. Part. *571; Hannaman v. Kar rick, 9 Utah 236, 33 Pac. 1039; Gerard v. Gateau, 84 III. 121, 25 Am. Rep. 438; Sieg hortner d. Weissenborn, 20 N. J. Eq. 172.
A partner exercising such right would be liable for his breach of the partnership ar ticles; Solomon v. Kirkwood, 55 Mich. 256,
21 N. W. 336 ; and if he, within the term stipulated in the articles, seeks to dissolve the partnership and take exclusive posses sion of its property and business, he is lia ble to account to his co-partner for profits according to the partnership agreement; Karrick v. Hannaman, 168 U. S. 328, 18 Sup. Ct. 135, 42 L. Ed. 484.
As against third persons, a partner may certainly withdraw from a partnership at his pleasure; 3 C. B. N. S. 561. Partners may terminate the partnership at any time by mutual agreement ; Richardson v. Gregory, 126 Ill. 166, 18 N. E. 777; and this may be inferred from an abandonment of the under taking ; Ligare v. Peacock, 109 Ill. 94 ; Har ris v. Hillegass, 54 Cal. 463; but see Goddard v. Pratt, 16 Pick. (Mass.) 412. The incorpo ration of the partners for a similar busi ness may perhaps work a dissolution as by consent. See Pars. Part. § 285. Dissolution need not be under seal, even though the partnership articles were under seal; Pars. Pa'rt. § 284.
2. By the act of God: as, by the death of one of the partners; and this operates from the time of the death; 3 Mer. 610 ; Durant v. Pierson, 124 N. Y. 444, 26 N. E. 1095, 12 L. R. A. 146, 21 Am. St. Rep. 686; McGrath v. Cowen, 57 Ohio St. 385, 49 N. E. 338; Can field v. Hard, 6 Conn. 184 ; Knapp v. Mc Bride, 7 Ala. •19 ; Scholefield v. Eichelberger, 7 Pet. (U. S.) 594, 8 L. Ed. 793; Jenness v. Carleton, 40 Mich. 343. As to the effect of a provision in the partnership articles to the contrary, see supra.
A partnership dissolved by the death of one of the partners is dissolved as to the whole firm; Scholefield v. Eichelberger, 7 Pet. (U. S.) 586, 594, 8 L. Ed. 793; Hoard v. Clum, 31 Minn. 186, 17 N. W. 275 ; and the reason given for this rule is applicable not only to dissolution by death, but to every species of dissolution; Story, Part. § 317.
3. By the act of law: as by the bankrupt cy of one of the partners ; 5 Manic & S. 340; McNutt v. King, 59 Ala. 597; Eustis v. Bol les, 146 Mass. 413, 16 N. E. 286, 4 Am. St. Rep. 327; Halsey v. Norton, 45 Miss. 703, 7 Am. Rep. 745; Amsinck v. Bean, 22 Wall. (U. S.) 395, 22 L. Ed. 801; or by the bankruptcy of the firm ; Wells v. Ellis, 68 Cal. 243, 9 Pac. 80; Appeal of McKelvy, 72 Pa. 409 ; 25 Can. Sup. Ct. 225 ; and see cases cited as to bankruptcy of partner. Such dis solution takes place when bankruptcy is le gally declared, and then relates back to the act of bankruptcy; 11 Ves. 78; but in Black well v. Claywell, 75 N. C. 213, it was held that thg partnership was dissolved by the adjudication and that the statute of limita tions "began to run from that date" against a purchaser of any chose in action of the bankrupt.
The mere fact of insolvency does not work a dissolution; there must be some act of bankruptcy ; Arnold v. Brown, 24 Pick. (Mass.) 89, 35 Am. Dec. 296 ; Siegel v. Chid sey, 28 Pa. 279, 70 Am. Dec. 124.