Each member of a partnership has full authority to bind the firm and to order its affairs. In this respect it may be said that the whole is no greater than any of its parts. In legal parlance this rule is stated thus, "Each partner is aleneral agent of the partner. ship within the scope of the partnership business." _ in ordinary matters a majority may decide the part nership's line of action. If the firm has an even num ber of partners and they become evenly divided on a question, the question must remain open.
Finally, and because of the other incidents, the re lation is a personal one, and each person has the right to select his copartners. If all of A's property is subject to the payment of firm debts, and if this haz ard is to be brought down as a real liability upon A, thru the acts and decisions of B, his partner, who has full authority to bind the partnership, A will want to retain the right to veto any attempt of B to pass his partnership interest to another. B may be all right; he•may be shrewd and industrious. But his son, C, may be a dunce and a profligate. If B does attempt to transfer his interest, be it by sale, or by way of gift, or testament, he will convey merely the property value of his interest. A will have the right to render an accounting to the transferee and to get rid of him by paying him in cash the value of B's interest.
5. Right of partner to compensation and share in, profits.—Partners go into business for profits. Even tho one invests more than another, profits will be di vided equally in the absence of a specific agreement to the contrary. TJpon dissolution, the profits and losses are apportioned in accordance with this rule, each partner receiving fmally the capital Ile invested, or such portion of it as is left after the losses have been made good. Partners are not entitled to inter est on capital invested, nor are they entitled to addi tional compensation for extra services rendered, even tho the extra services are those of a surviving partner winding up the business. Every partner, however, has a right to a contribution from his copartners for all expenses that he incurs in the exercise and pro tection of the firm business. These rules may be changed by an express agreement, but they govern where no such agreement exists. The following
agreement may serve as a good general illustration: This agreement, made this 10th day of July, 1916, by and between Alexander Blickmore, Charles Dennison, Ed ward Farrel and George Hamilton, all of the City and State of New York, witnesseth: That said Alexander Blickmore, Charles Dennison, Ed ward Farrel and George Hamilton shall associate themselves together in the trade of buying, wholesaling, and retailing all sorts of goods, wares and merchandise belonging to the trade and business of dry goods merchants.
That said partnership shall continue from the date of this agreement for and during the term of ten years next en suing.
That to this end and purpose the said Alexander Blick more has contributed as stock the sum of ten thousand dollars ; and said Charle's Dennison the sum of ten thousand dollars ; and the said Edward Farrel the sum of ten thou sand dollars ; and the said George Hamilton the sum of ten thousand dollars ; to be used, invested, and employed in common between them to their general advantage in the man agement of said business.
That said parties shall not, at any time hereafter use, fol low, or exercise said business or occupation, or any other, during said term, to their private benefit or advantage, but shall, at all times during said term, with their utmost skill and ability, conduct and act only for their mutual advan tage with said stock and for its increase.
That said parties shall discharge all rents and expenses of said business equally between them.
That all profit, gain, and increase that shall arise by rea son of said joint business shall be equally divided between them, share and share alike.
That all losses and decrease that shall happen in said busi ness, by reason of bad debts, or otherwise, shall be borne and paid equally between them, share and share alike.
That there shall be kept, during said term and joint busi ness, just and true books of account, wherein each of said partners shall enter and set down the money by him received and expended, the goods, wares and merchandise by him bought and sold, and all other matters and things concerning said partnership, so that any of said partners may at any time have free access thereto.