Profits of individual partner. Duty of individual partner. Must account to profits. ARTICLE III. MUTUAL OBLIGATIONS OF PARTNERS. SECTION 1046. Profits of individual partner. 1047. Duty of individual partner. 1048. Must account to the firm for profits. 1046. In the absence of any agreement on the subject, all profits made by a partner in the course of any business usually carried on by the partnership, belong to the firm. See Russell v. Austwick, 1 Sim., 52. in § 1047. No partner, who has undertaken to give his personal attention to the busines of the partnership, may engage any business on his own account which conflicts with that of the partnership, or which prevents him from giving to such business all the attention which would be advantageous to it. See Lock v. Lynam, 4 Ir. Eq., 188; Glassington v. Thwaites, 1 Sim. & Stu., 124; England v. Curling, 8 Beav., 129. The rule does not seem to be justly applicable to partners who contribute property only to the firm, unless in peculiar cases, which are sufficiently provided for in the general rule. § 1048. If a partner transacts business on his own ac the firm for count, without the knowledge or without the consent of his partners, which he could not have transacted, without the facilities afforded him by the partnership, he may be required by any partner to account to it for the profits of such business. Russell v. Austwick, 1 Sim., 52. ARTICLE IV. Liability of partners to third per sons and to LIABILITY OF PARTNERS. SECTION 1049. Liability of partners to third persons and to each other. 1050. Person liable as a partner. 1051. Person not liable as a partner. 1049. The liability of partners to third persons is the same as that of other joint debtors. Their liability for each each other. other's acts is defined by the title on AGENCY. liable as § 1050. Any one representing himself, or permitting Person himself to be represented, as a partner,' or receiving, or vol- partner. untarily acquiring a right to receive, a share of the net profits of a partnership business,' is liable to third persons as a partner. Story on Partn., §§ 64, 65; Stearns v. Haven, 14 Vt., Wood v. Vallette, 7 Ohio (N. S.), 172; Grace v. Smith, 1051. An agreement for a share in the gross receipts of a business,' or for a compensation for services or the use of property,' to be equal to a specified proportion of the profits, does not of itself constitute a partnership, or create the liability mentioned in the last section. 'Story on Cont., § 207; Lindl. on Partn., 38; see Hey- * Vanderburgh v. Hall, 20 Wend., 70; Rawlinson v. 3 Heimstreet v. Howland, 5 Denio, 68. Person not partner. liable as ARTICLE V. TERMINATION OF THE PARTNERSHIP. SECTION 1052. Duration of partnership. 1053. Dissolution of partnership. 1054. Partner entitled to dissolution. of partner. § 1052. If no term is prescribed by agreement, for the Duration duration of the partnership, it continues until dissolved by ship." a partner or by operation of law. Dissolution of partnership. Partner entitled te § 1053 The partnership is dissolved: 1. By lapse of the time prescribed by agreement, for its duration; 2. By the will of any partner, if there is no such agreement; 3. By the death of a partner; 4. By the transfer, to a person not a partner, of the interest of any partner in the partnership property ;' 5. By war or the prohibition of commercial intercourse between the country in which one partner resides, and that in which another resides." 1 Heath v. Sansom, 4 B. § Ad., 175; Johnson v. Evans, 7 M. & G., 240; Habershon v. Blurton, 1 De G. & Sm 121; Nerot v. Burnand, 4 Russ., 247; Marquand v. N. Y. Manufacturing Co., 17 Johns., 525. 2 Griswold Waddington, 16 Johns., 490; 15 id., 57. § 1054. Any partner is entitled to a judgment dissolving dissolution. the partnership, 1. When he, or another partner, becomes legally incapable of contracting;' 2. When another partner fails to perform his duties under the agreement of partnership, or is guilty of serious misconduct;" 3. When the business of the partnership can be carried on only at a permanent loss." ARTICLE VI. OF THE USE OF FICTITIOUS NAMES. SECTION 1055. Fictitious name. 1056. Style of foreign partnership. 1057. Continuation of style of firm having foreign business rela tions. 1058. Certificate stating names, &c., of persons using such firm 1059. Register of such firms to be kept by county clerk. 1060. Certified copies from register and affidavits of publication to be evidence. name. § 1055. No partnership or person may transact business Fictitions by a fictitious name, or in the name of a person not interested in such business, except as prescribed in this article. 13 R. S. (5th ed.), 978; Laws 1833, ch. 281. foreign § 1056. Commercial partnerships, established and trans- Style of acting business in places without the United States, may partnership use their partnership names or firms in this State.1 13 R. S. (5th ed.), 978; Laws 1849, ch. 347. What does § 1057. The name of a partnership which has had business relations with places without the United States may be continued in use by the persons succeeding to its business, and by their successors, upon compliance with the provisions of this article,' and with the consent of the persons, if living, whose names are used.' 1 3 R. S. (5th ed.), 66; Laws 1854, ch. 400. The words Continua tion of style of firm having foreign business relations. New, perhaps implied before. § 1058. On every change of the persons continuing such use of a partnership name, the person acquiring the right to use it must sign and acknowledge before a proper officer for that purpose, a certificate stating the name of each person dealing under such name, and his place of residence, and must file the same with the clerk of the county in which their principal place of business is situated, and must publish such certificate, or a statement containing the substance thereof, once in each week, for four succes Register of such firms to be kept by county clerks. Certified copies from affidavit of sive weeks, beginning within one week after his first using such name, in the state paper, and in a newspaper printed in the town in which such principal place of business is situated, or, if no newspaper is printed in such town, in one printed in the county town of the county.' 13 R. S. (5th ed.), 67; Laws 1854, ch. 400. § 1059. The county clerk must keep a register of such names, entering in alphabetical order the name of every such partnership, and of each partner therein. § 1060. Copies of the entries of the county clerk as register and herein directed, when certified by him, and affidavits of publication publication as herein directed, made by the printer, pubdence. lisher or chief clerk of a newspaper, are presumptive evidence of the facts therein contained.1 to be ovi 13 R. S. (5th ed.), 67; Laws 1854, ch. 400. CHAPTER III. OF SPECIAL PARTNERSHIP. ARTICLE I. Formation of the partnership. II. Powers, rights and duties of the partners. III. Liability of partners. IV. Alteration and dissolution of the partnership. ARTICLE I. When allowed. FORMATION OF THE PARTNERSHIP. SECTION 1061. When allowed. 1062. How formed. 1063. Certificate of special partnership, contents of. 1064. Proof of certificate. 1065. Certificate to be filed and recorded. 1066. Affidavit of actual payment of capital by special partners to be filed. 1067. Special partnership, when formed. 1068. Publication of certificate. 1069. Affidavit of publication. 1070. Effect of omission or informality of publication. 1071. Renewal of special partnership to be certified and pub lished. § 1061. Special partnerships, for the transaction of any business' except banking or insurance, may be formed by |