ital in said business to remain for the period of two years after my decease, collecting and receiving annually, from my said brother Thaddeus, the net profits arising from said business, under my agreement with him, belonging to me, for the benefit of my estate. At the expiration of two years it is my will and I direct that my said executors have a full settlement and accounting with my said brother Thaddeus in relation to said business, and that thereupon they collect and receive from him one-half of the net value of my interest therein, and upon the payment by him of the one-half value so ascertained I instruct and direct my said executors to execute and deliver to him all proper and necessary assignments and conveyances so as to vest in him absolutely all my right, title, and interest in the business aforesaid; it being my intention, in addition to the bequest heretofore made to him in my said will, to bequeath and devise to him onehalf of my entire interest in said business, subject to the limitations. and restrictions aforesaid." The articles of copartnership, to which reference is made in the codicil, are quite full and specific. They provide, among other things, that each partner should contribute $15,000 to the capital of the firm, which was to be used in carrying on the copartnership business; that Thaddeus Dean was to have the management of the business; that he should be entitled to receive two-thirds of the profits, and N. W. Dean one-third thereof. The losses were to be borne in the same proportion. Books of account were to be kept, wherein all of the transactions of the firm should be entered, and which books should be open to the inspection of each partner at all times. By the ninth clause it was provided that N. W. Dean was to take out of the cash of the company's funds $125 per month for his own use, and Thaddeus Dean $250 per month, providing these sums could be so drawn out by the respective parties without impairing the capital of the firm, but neither partner was to take a greater sum for his own use during any month without the written consent of the other. The tenth clause provided that Thaddeus Dean, at the end of each year, and oftener, if need be, on request, should make and render to N. W. Dean a just and true account of all the gains and profits, as well as losses, of the business, and of all things done on behalf of the partnership, and this account being so made he was to pay N. W. Dean his proportionate share of the profits, and take to himself his own share. In the eleventh clause it was provided that during the continuance of the copartnership none of the capital of the firm, nor any of the accrued but undivided gains and profits thereof, should be used or employed by the parties thereto for any other purpose than carrying on said business. In the twelfth, that at the end of the copartnership a final accounting should be had, and all the debts of the firm should be first paid, then each should draw out the amount of capital originally contributed by him, diminished by his proportionate share of losses, if any; the balance, if any, to be divided as provided for dividing profits. These are the material provisions of the copartnership agreement. From three letters which were introduced on the hearing-one written by Thaddeus Dean; the other two by N. W. Dean-it appears that each party agreed, in July, 1872, to increase its capital to $20,000, and did so. And it further appears, from the annual statement made of the partnership business, that at the end of each partner 1263 ship year each partner was credited on the books of the concern with his share of the profits, and was charged with the amount which he had drawn out during the year. The accumulated but undivided profits of the business consisted almost wholly of real estate, lumber, notes, book accounts, and other personal property belonging to the firm. The amount standing to the credit of N. W. Dean at the time of his death, including his capital of $20,000, was $43,478.16. Or, to speak more accurately, that sum embraced the profits standing to the credit of N. W. Dean on the books of the firm at the time of his death, and also the unascertained profits which had accrued since the last annual statement of May 1, 1879, down to that time. The question arising upon the codicil, which the executors request the aid of the court in determining, is what amount they must leave in the partnership business for two years, and which, at the end of that period, they are directed to assign and convey to Thaddeus Dean upon his paying one-half of its ascertained net value; the annual profits having been collected by them in the meantime. On the part of the residuary legatee Thaddeus Dean it is claimed that it was the intention of the testator that his entire interest in the partnership business should remain in the business, including both his capital of $20,000 and all accumulated but undivided profits belonging to him under the partnership agreement; while, on the part of other residuary legatees, it is insisted that it was his capital only which was to be left in the business. * * * On looking at the language of the codicil itself, the first thing which will be noticed is that the testator, in the introductory part, speaks of his "interest" in the business, which has been profitable to him. Being desirous that the business so commenced should be maintained and carried on, he directs his "executors to allow my present capital in said business to remain for the period of two years after my decease, collecting and receiving annually from my said brother, Thaddeus Dean, the net profits arising from said business under my agreement with him, belonging to me, for the benefit of my estate." It will be seen that the mind of the testator was fixed at the outset upon his entire interest in that business as distinguishable from his capital therein. If he intended that his entire interest should remain, it is singular that he changed his language, using words which convey a different meaning. The terms "interest" and "present capital" are not equivalent expressions, and do not convey the same idea in the connection in which they are used. If the testator intended that his entire interest in the business should remain, it is remarkable that he changed his phraseology. But this is not all. The executors are directed to collect annually from his brother Thaddeus the net profits arising from the business under the partnership agreement which belonged to him for the benefit of his estate. If the codicil is construed, as it must be, in connection with the partnership agreement, there is no difficulty in getting at the intention of the testator, for the agreement makes a plain and broad distinction between capital and profits. The former is devoted to the use of the partnership business, but provision is made for withdrawing the latter from time to time. Therefore we think that the word "capital," as used in the codicil, must be understood as meaning the same thing as when used in the agreement; it means the capital as opposed to profits, and the word "profits" means the gains upon the capital invested in the business. If he * had intended to direct that his whole interest in the business should remain two years, or if he regarded his entire assets therein as capital, his intention or understanding would have been made manifest by the use of different language than that employed. But, as observed by counsel who argue in favor of the view we have taken of the meaning of the codicil, the testator, in the very sentence in which the words "my present capital" occur, directs what shall be done with the "net profits" of the business, and pointedly makes a distinction between capital and profits, thus showing that the two things were separate in his mind. The intention of the testator must prevail if it is possible to gather it from the language of the entire codicil. That intention was to allow his capital to remain in the business for two years, but nothing more. This construction of the codicil is vigorously combated by the learned counsel for Thaddeus Dean, because, as he says, if the accumulated profits of the parties were withdrawn it would so cripple the business that it could not be carried on with the success and profit which had theretofore attended it. But this argument, under the circumstances, is entitled to but little weight; for if there had been no provision for continuing the business it would have to be closed up on the death of N. W. Dean. Its continuance, therefore, was a favor, and could not have been claimed as a right by the surviving partner. * .* * It results, from the views expressed, that the judgment of the circuit court, placing a construction upon the codicil, and giving directions to the executors in regard to the proper execution of their trust, is erroneous. The judgment must, therefore, be reversed, and the cause be remanded, with directions to enter a judgment in accordance with this opinion. SECTION 4.-ACQUISITION AND TRANSFER OF PARTNERSHIP REALTY While title to personal property may be taken, held, and transferred in the partnership name, it is generally held that title to realty cannot be taken in the partnership name, because of the uncertainty as to the grantee. There is authority, however, for the proposition that title taken in the firm name vests in all of the members of the firm, parol evidence being admissible to identify the grantees. The Uniform Partnership Act adopts the latter rule. Section 8. (3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name. (4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.1 Section 10. (1) Where title to real property is in the partner 4 Lewis' Note to Section 8 (3, 4).—Paragraphs (3), (4), in connection with section 10, infra, do away with existing confusions where there has been a conveyance to a partnership in the partnership name, or a conveyance by a partner in the partnership name. At present such conveyance may convey an equitable, but does not convey a legal title. To this extent paragraph (3) of this section and section 10 (1), infra, change existing law. ship name, any partner may convey title to such property by a conveyance executed in the partnership's name. * * * Of these sections Professor Lewis has said: "In permitting a partnership to acquire real property by a conveyance executed in the partnership name, the intent of the Conference was to avoid those complications now arising when an attempt is made to make such a conveyance. Of course it is not probable that the practice of holding title to partnership real estate in the partnership name will become universal. * * * Still we may expect that a controlling consideration which will move many to place title to real property in the partnership name will be the convenience of being able to convey good title in case of the death of a partner without having to secure the signature of persons not members of the parnership." 5 WINTER v. STOCK. (Supreme Court of California, 1866. 29 Cal. 407, 89 Am. Dec. 57.) CURREY, C. J. This action was brought to recover the sum of $800, paid by the plaintiff to the defendant on a contract for the purchase of a lot of land in the city of San Francisco. The contract between the parties was in writing, the concluding clause of which, on the part of the defendant, the bargainor, is in these words: "I warrant an indisputable and satisfactory title, or no sale, and I have to pay the expenses for the examination of the title." The defendant's title was submitted to a lawyer for examination, who pronounced against it. * * * The objection made to the title, and which the court below held well founded, was that the conveyance by the Racouillats was to Louis Blanchard & Co. and John Antoine Couttolene & Co., and that the conveyance of the 8th of August, 1857, was by John Antoine Couttolene and Ernest Paris to Louis Blanchard & Co., and that the conveyance of February, 1861, was by Louis Blanchard and Francois. Porta to Edme Ludovic Racouillat. The fact that these several conveyances were made to certain persons whose names were mentioned with the words "and Company" annexed thereto seemed to have been regarded as passing the title, not alone to the grantees named, but also to persons not named, but represented by the word "Company," and that the deeds of the persons thus represented were necessary to transfer the entire title of the property to a subsequent grantee, and that, as "Company" was a word of indefinite and uncertain import, it could not be known to the purchaser that Paris and Porta were respectively members, and the only members, of the firms of Blanchard & Co. and Couttolene & Co. The doctrine on this subject is well expounded in Arthur v. Weston and Strode, 22 Mo. 378. The court observed that the question "is not merely whether the grantor intended to convey to the persons composing the firm, but whether the partnership style is, as a matter of law, a good name of purchase in a conveyance of real property sufficient to pass the legal title to all the individuals of the * * * 5 The Uniform Partnership Act, 24 Yale Law Journal, 624. B.& B.BUS. LAW-80 firm. A conveyance of real property being required by the statute to be put in writing, the party who is to take as grantee must be sufficiently ascertained by the written instrument, or it is a nullity, so far as it purports to effect a transfer of the legal title." The court, in the case here referred to, admit, upon authorities cited, that parties to a deed may be described by other modes than by their proper names -as a grant to the wife of a person named, or to the first son or second son, or to all the children of a particular person who is specified, or to a person who can answer the description. * * The defendant's title to the lot being good and valid, it was, in the sense of the defendant's warranty, an indisputable title, and the plaintiff was in duty bound to be satisfied with it. * * * The judgment must be and is hereby reversed. SECTION 5.-PARTNERSHIP NAME AND GOOD WILL WILLIAMS et al. v. FARRAND et al. (Supreme Court of Michigan, 1891. 88 Mich. 473, 50 N. W. 446, Bill in equity by William C. Williams et al. against Jacob S. Farrand et al. Respondents retired from a partnership composed of themselves and complainants, and sold the latter "all their right, title, and interest in the firm." Complainants alleged that they had bought the good will of the firm, and were entitled to the exclusive use of its name, and prayed that respondents be restrained from so using their own names as to attract the firm's old customers, etc., and from using its trade-marks, etc. From a decree for respondents, complainants appeal. MCGRATH, J. Complainants and defendants had been for some years engaged as wholesale druggists on Larned street east, in the city of Detroit, as copartners, under the name and style of Farrand, Williams & Co. There were no articles of copartnership, and no term fixed for which the partnership was to continue. Prior to the taking of the annual inventory in January, 1890, defendant Jacob S. Farrand expressed to complainant Sheley a desire to dissolve the copartnership. * On the 25th of January, 1890, after the completion of the inventory, defendants made a proposition in writing to "pay Messrs. Sheley & Brooks, for their interest in the firm of Farrand, Williams & Co., for the amount of their interest, being fifty thousand dollars, ($50,000), the sum of sixty thousand dollars, ($60,000), or they will take for their interest, the amount being one hundred thousand dollars, ($100,000), the sum of one hundred and twenty thousand dollars, ($120,000), the sum to be paid in cash, or in notes acceptable to the parties who sell, one week from to-day, Saturday, the first day of February next. The store to be leased to the party purchasing for a term of five years, at a rent of eight thousand dollars ($8,000) a year, and the warehouse to be rented to the party purchasing, at a net rental of 6% a year on the cost of their interest therein." On the following Monday Mr. Sheley accepted defendants' offer to sell, and on the 1st day of February following a bill of sale was pre |