all partnership debts were paid, and all charges against him in favor of Hazelhurst were settled. The logical result of our cases on this subject seems to be that the taking by the officer has practically the same effect as the withdrawal and conversion of that amount of property by the debtor member of the firm, subject to being compelled to return. such an amount of the property after the exhaustion of other partnership property as might be necessary to pay all partnership debts, and to secure to the other partner his just share and division of the partnership assets.

For these reasons the decree of the chancellor will be reversed, and the cause remanded to be further proceeded with, with directions to refer the cause to the master to take an account, and to ascertain and report the condition of the old firm of Hazelhurst & Co. at the time of the levies made, as shown in the bill; and the complainant will be entitled to a decree for the value of Wingfield's interest in the property levied on, if any, on the lines indicated in this opinion. The decree of the chancellor is reversed, the demurrer overruled, and the cause remanded, as stated, and the defendants will pay the costs of the appeal.

Section

CHAPTER IV

CAUSES OF DISSOLUTION

1. Nature of Dissolution in General.

2. Causes of Dissolution Not Based on Breach of the Partnership Agreement. 3. Dissolution Caused by Breach of Partnership Agreement.

4. Dissolution Caused by Business Becoming Illegal.

5. Dissolution Effected by Court Decree.

6. Effect of Assignment of a Partner's Interest.

SECTION 1.-NATURE OF DISSOLUTION IN GENERAL

Uniform Partnership Act, Section 29. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.1

SECTION 2.-CAUSES OF DISSOLUTION NOT BASED ON BREACH OF THE PARTNERSHIP AGREEMENT Uniform Partnership Act, Section 31. (1) Dissolution is caused without violation of the agreement between the partners:

(a) By the termination of the definite term or particular undertaking specified in the agreement,

(b) By the express will of any partner when no definite term or particular undertaking is specified,

(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.

(d) By the expulsion of any partner from the business bona fide in accordance with such power conferred by the agreement between the partners.

Section 31. (4) Dissolution is caused by the death of any part

ner.

(5) Dissolution is caused by the bankruptcy of any partner or the partnership.

1 Lewis' Note to Section 29.-As used by the legal profession, the term "dissolution" designates, not only the single act of the termination of the actual conduct of the ordinary business, but also often the series of acts thereafter until the final settlement of all partnership affairs. It is also frequently said that dissolution, although the word is used to designate only the termination of ordinary business relations, terminates the partnership; it being at the same time explained that the partnership thereafter continues to exist for the purpose of suing and being sued in the process of winding up partnership affairs. Certainty demands that this confusion should be removed, if possible. In this act dissolution designates the point in time when the partners cease to carry on the business together; termination is the point in time when all the partnership affairs are wound up; winding up the process of settling partnership affairs after dissolution.

SECTION 3.-DISSOLUTION CAUSED BY BREACH OF PARTNERSHIP AGREEMENT

Uniform Partnership Act, Section 31. (2) Dissolution is caused in contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.2

SECTION 4.-DISSOLUTION CAUSED BY BUSINESS BECOMING ILLEGAL

Uniform Partnership Act, Section 31. (3) Dissolution is caused by any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.

SECTION 5.-DISSOLUTION EFFECTED BY COURT

DECREE

Uniform Partnership Act, Section 32. (1) On the application by or for a partner the court shall decree a dissolution whenever— (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind.

(b) A partner becomes in any other way incapable of performing his part of the partnership contract.

(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business.

2 Lewis' Note to Section 31.-Paragraph (2) will settle a matter on which at present considerable confusion and uncertainty exists. The paragraph as drawn allows a partner to dissolve a partnership in contravention of the agreement between the partners. This is supported by the weight of authority. Civ. Code Cal. § 2417; Civ. Code S. D. 1903, § 1736; Gen. St. Okl. 1908, § 4850; Civ. Code N. D. 1905, § 5848; Civ. Code Mont. 1895, § 3262; Civ. Code, Ga. 1895, § 2633; Skinner v. Dayton, 19 Johns. (N. Y.) 513, 537, 10 Am. Dec. 286 (1822); Mason v. Connell, 1 Whart. (Pa.) 381, 388 (1836); Monroe v. Conner, 15 Me. 178, 32 Am. Dec. 148 (1838); Cape Sable Co.'s Case, 3 Bland (Md.) 606, 674 (1840); Slemmer's Appeal, 58 Pa. 168, 176, 98 Am. Dec. 255 (1868); Solomon v. Kirkwood, 55 Mich. 256, 21 N. W. 336 (1884); Carr v. Hertz, 54 N. J. Eq. 127, 33 Atl. 194 (1895); Moore v. Price, 116 Ala. 247, 22 South. 531 (1896); Karrick v. Hannaman, 168 U. S. 328, 334, 18 Sup. Ct. 135, 42 L. Ed. 484 (1897); Lapenta v. Lettieri, 72 Conn. 377, 44 Atl. 730, 77 Am. St. Rep. 315 (1899); Clements v. Norris, 8 Ch. Div. 129, 133 (1878). The English law is opposed to this view. Lindley, 601; Crawshay v. Maule, 1 Swanst. Ch. 509 (1818); Featherstonhaugh v. Fenwick, 17 Ves. 298 (1810); Peacock v. Peacock, 16 Ves. 49 (1809); Ferrero v. Buhlmeyer, 34 How. Prac. (N. Y.) 33 (1867); Story, § 275.

The relation of partners is one of agency. The agency is such a personal one that equity cannot enforce it, even where the agreement provides that the partnership shall continue for a definite time. The power of any partner to terminate the relation, even though in doing so he breaks a contract, should, it is submitted, be recognized.

The rights of the parties upon a dissolution in contravention of the agreement are safeguarded by section 38 (2), infra.

(d) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him. (e) The business of the partnership can only be carried on at a loss.

(f) Other circumstances render a dissolution equitable.

Section 32. (2) The court shall decree a dissolution on the application of the purchaser of a partner's interest under sections 28 or 29: (a) After the termination of the specified term or particular undertaking. (b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Section 28. (1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment order or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require. (2) The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution: (a) with separate property, by any one or more of the partners, or (b) with partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold. (3) Nothing in this Act shall be held. to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.

HAVNER v. STEPHENS.

(Court of Appeals of Kentucky, 1900. 58 S. W. 372, 22 Ky. Law Rep. 498.) Action by Robert Havner against John Stephens for the dissolution of a partnership. Judgment for defendant, and plaintiff appeals. BURNAM, J. This is an appeal from a judgment of the lower court sustaining a general demurrer to the plaintiff's petition, upon the ground that it does not state facts sufficient to support a cause of action. It is alleged, in substance, that plaintiff and defendant were conducting a sawmill business, as co-partners; that they were equally. interested in the enterprise; that each member was to be consulted as to the management of the business, and to participate jointly in its management; that some time after the formation of the partnership, and while the business was being conducted satisfactorily, the defendant, without right, refused to allow the plaintiff to have anything to do with the management of the business, or to receive any portion of its profits or earnings; that he had taken entire control of the money, accounts, and property of the firm, and converted them to his own

use; that the defendant was insolvent-and asks a dissolution and settlement of the firm's business, and that the property be sold to apply to the payment of the debts, and for a division of the surplus in accordance with the rights of the parties.

In an action by one partner against another, seeking a dissolution of the partnership and a settlement of the accounts growing out of the partnership business, the essential allegations are the fact of the partnership, and the terms thereof, the rights and interests of the parties therein, and the grounds for seeking dissolution. It is not necessary to allege the specific indebtedness of the firm. These are matters of detail, to be determined from the testimony. If, as alleged, the defendant is insolvent, and has taken possession of the partnership's property and converted the same to his own use, and refused to consult or allow the plaintiff to participate in the management of the firm's business, it is a sufficient ground to dissolve the partnership, and to entitle the plaintiff to the settlement thereof. The averments of the petition are sufficient, and good on demurrer.

For reasons indicated, the judgment is reversed, and the cause remanded for proceedings consistent herewith.

ROSENSTEIN v. BURNS.

(United States Circuit Court, D. Massachusetts. 1882. 41 Fed. 841, affirmed 135 U. S. 449, 10 Sup. Ct. 817, 34 L. Ed. 193.)

NELSON, J. This bill is brought to procure a dissolution and winding up of the affairs of a partnership entered into between the parties under a written agreement for the canning of fish and the manufacture of pomace and fish guano, and to continue for the term of five years from July 1, 1881. The copartnership agreement provides that the plaintiffs shall furnish the capital with which to carry on the business, and shall furnish, also, all materials at cost; that the defendants shall have charge of and superintend the manufacturing department at the factory in Gloucester, keep correct books, and submit weekly statements of the business to the plaintiffs, make good and marketable goods, at the lowest possible cost, in such quantities as the plaintiffs should deem advisable; and that all goods made, except in certain specified cases, should be shipped to the plaintiffs, and be sold by them in New York. The grounds upon which the dissolution is asked for are the willful and persistent neglect of the defendants to comply with the terms of the written agreement, that the business is being conducted at a great loss, and that the plaintiffs were induced to enter into the partnership, and contribute their capital to the concern, through certain false and fraudulent representations of the defendants as to the nature and extent of the business. The defendants demur to the bill * * * for want of equity. * * * The bill states a plain case for equitable relief. A partner is under no obligation to continue a member of a partnership when his copartner persistently and willfully violates the essential conditions upon which the contract of the partnership rests. He is not under the necessity of remaining in the firm, and resorting to his action at law upon the partnership contract for redress. He is at liberty to withdraw himself and his capital from the concern whenever it becomes reasonably certain that the business can no longer be carried on at a profit, whether through the misconduct of his copartner or from a