He was

payment thereon in one year from date." regarded as a surety, and as the time of payment was extended without his consent he was discharged. On another occasion the indorsement on an order, "I hereby become security for C for the fulfilment of the within obligation," created a contract of suretyship. Again, by the following indorsement the signer was declared liable as a surety: "I hereby acknowledge to be security for the within amount of $5,000o unless satisfactorily paid by W. A." So were the following indorsements: "I will see the within note paid," "guarantee payment when due;" "agree to its terms." The promise or contract of suretyship must be in writing to comply with the statute of frauds.

3. A surety ought to understand the nature of his undertaking. If he does not he cannot ask to be relieved should one who has signed by mistake a note as maker be subsequently released. Nor can a surety on a note be relieved from liability to the holder who has taken it for a valuable consideration by showing that his instructions relating to the completion of it were not followed; for as the surety has created confidence by putting the note, though incomplete, into the debtor's hands, he must suffer the loss that befalls an innocent party.

4. A creditor is not required to give notice to his surety of the non-payment of the note at its maturity, nor display any diligence in recovering from the debtor before proceeding against the surety himself. Consequently a surety is not discharged by the creditor's omission to bring an action against the principal debtor. But if a surety, or one properly authorised for him, gives his

creditor a positive and clear direction to sue the principal debtor at a time when the debt can be collected, which is disregarded, the surety will be released.

5. The note or other obligation must be due before the notice can be given. A notice, therefore, by a surety on a note not yet due that he will not remain responsible if the holder does not sue the principal debtor as soon as the debt becomes due, or that the holder must get another security, will not discharge the surety.

6. Formerly, the notice need not be in writing, though this was always regarded as better evidence, but in some states a statute has been enacted requiring a written notice.

7. A creditor who has been notified must not only begin his action against the principal immediately, or without any unnecessary delay, but must prosecute it with all reasonable diligence. So long as a creditor is not notified his silence can never affect his remedy against the surety. Mere forbearance or delay, however injurious to the surety, will not discharge him.

8. If, for a consideration, more time is given to the principal debtor to pay, without the surety's consent, who is thereby prevented from proceeding against the debtor, discharges the surety. Often he escapes through the creditor's forgetfulness or disregard to obtain his acquiescence to an extension of the time of payment given to the debtor. Doubtless in most cases a surety would readily consent, but he is not asked, the extended time expires, the debtor does not pay, and the surety is released.

9. Having shown the nature of a surety's undertaking,

and when he is discharged therefrom, we shall next consider the rights of parties to the security often given to secure a surety. And first, a security held by a principal who is paid by the surety passes to the latter for his protection. For example, a mortgage that has been given to a creditor as security who is paid by the surety, passes to him. Again, a creditor, even though he may not have known in the beginning of the security held by a surety for his indemnity, or for the payment of his debt, is none the less entitled to this additional protection.

10. Sometimes the obligation of a surety is incurred by the request or solicitation of an agent. Whenever this is done, and the surety pays the debt for the principal's benefit, he is answerable to the surety. And if the secretary of an association has induced a person to become a surety on a note, it cannot repudiate the secretary's authority and yet retain the benefit of the act.

II. Should a party who has promised to pay money tender more than the whole debt, it would be generally valid, but the money must be tendered solely in discharge of the debt. If the object of the tender, besides discharging the debt, is to impose a liability on the creditor it is not valid. It has ever been held that the tender of a sum exceeding the debt, accompanied with the demand that the creditor shall make the change and return the balance, is in law no tender.

§ 9. CONTRACT OF PARTNERSHIP

1. What is a partnership?

2. Secret and dormant partners.

3. There may be more than one partnership name.

4. When a single joint transaction does not constitute

one.

5. Effect of agreements between partners.

6. Persons who are not partners may be thus liable. 7. Intention and participation in the profits as a test of partnership.

8. Factors and brokers are not partners.

9. A firm may hold any kind of property. 10. Authority of a partner.

11. What a partner cannot do.

12. A partnership has no seal. Mode of conveying. 13. A partner's authority to bind his firm under seal. 14. They must act as partners to bind each other.

15. The receiving of a new member constitutes a new

firm.

16. Money lent to a partner for a particular purpose is a partnership debt.

17. Money lent to a partner is presumed to be for partnership use.

18. Money lent on the credit of a single partner can be recovered only of him.

19. A partner is liable for the acts of his co-partner because he is a general agent.

20. A partnership is liable only to a creditor dealing in good faith.

21. When the firm is liable for the criminal acts of a

partner.

22. But an illegal contract does not bind a partnership. 23. Mode of dissolving a partnership.

24. When a partner will be prevented from transferring his interest.

25. Effect of death of a partner.

26. Effect of insanity or imprisonment.

27. When a firm is thus dissolved an account may be taken.

28. Sale of a partner's entire interest causes a dissolution. 29. Effect of the retirement of a partner.

30. He should give notice of his withdrawal.

31. A dormant or secret partner is not liable after his retirement.

32. Liability of a firm and partners for firm and individual debts.

33. Effect of dissolution.

34. The survivors are not partners.

35. Authority of a liquidating partner.

36. To whom payment should be made.

37. Authority of a partner to take the firm property and pay its debts.

38. Limited partnerships.

1. A partnership is a combination of two or more persons of their property, labour or skill for the purpose of making a common profit. Frequently the word firm is used instead of partnership, but in law the term partnership is the more common. Any persons who are competent to transact business on their own account may form a partnership.

2. A secret partner is an actual participant in the profits of the concern, but is not avowed or known to be one. A dormant partner takes no part in, or control of the business. Even though creditors do not know of their connection with the firm at the time of giving