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2. To dispose of the good will of the business;

3. To dispose of the whole of the partnership property
at once, unless it consists entirely of merchandise;

4. To do any act which would make it impossible to carry
on the ordinary business of the partnership;

5. To confess a judgment;

6. To submit a partnership claim to arbitration;

7. To do any other act not within the scope of the pre-
ceding section.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 31 pars, annotation.

4 P. 446, 447 (construed and applied); 65 C. 559, 560, 4 P. 567
(construed and applied); 71 C. 498, 502, 12 P. 505, 507 (construed
and applied); 80 C. 320, 321, 22 P. 194 (construed and applied);
81 C. 14, 17, 22 P. 264, 265 (cited, construed, and applied); 90 C.
84, 87 (applied); 27 P. 58, 59; 124 C. 429, 432 (applied); 71 A. S.
94, 57 P. 468, 46 L. 142.

As to assignment by partnership for benefit of creditors, see
50 A. S. 90-92.

As to general partner as agent for partnership, see Kerr's
Cyc. C. C. § 2429 and note.

1258



Tit.X,ch.II,art.II.] ACTS IN BAD FAITH. § 2431

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to sale of good-will of business and warranty that vendor
will not endeavor to draw off any of customers, see Kerr's Cyc.
C. C. § 1776 and note.

§2431. PARTNER'S ACTS IN BAD FAITH, WHEN IN-
EFFECTUAL. A partner is not bound by any act of a co-
partner, in bad faith toward him, though within the scope
of the partner's powers, except in favor of persons who have
in good faith parted with value in reliance upon such act.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 3 pars, annotation.

131 C. 6, 7, 63 P. 61 (construed and applied); 3 C. A. 493, 495,
86 P. 618 (applied to breach of confidential relation and fraud
in purchase of mine, by analogy, though parties were not
partners).

As to acts of agents in general and liability of principal there-
for, see Kerr's Cyc. C. C. § 2330 and note.

As to good faith of partner towards copartners, see Kerr's
Cyc. C. C. § 2411 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to note made by partner in firm name for private use
being good in hands of innocent holder, see Kerr's Cyc. C. C.
§ 2429 and note par. 9.



1259



§§ 2435, 2436 CIVIL, CODE. [Div.III.Pt.IV.

ARTICLE III.
MUTUAL OBLIGATIONS OF PARTNERS.

§ 2435. Profits of individual partner.

§ 2436. In what business partner may not engage.

S ? '37. In what he may engage.

§ 2438. Must account to firm for profits.

§ 2435. PROFITS OF INDIVIDUAL PARTNER. All profits
made by a general partner, in the course of any business
usually carried on by the partnership, belong to the firm.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 2 pars, annotation.

109 C. 130, 132, 41 P. 859 (construed and applied with other
sections).

As to confidential relations between partners, see Kerr's Cyc.
C. C. § 2410 and note.

As to duty of general partner to account for all profits made
in course of adverse business, see Kerr's Cyc. C. C. § 2438 and
note.

As to duty of partner to act in highest good faith toward
copartners, see Kerr's Cyc. C. C. § 2411 and note.

As to duty of partners to account for all profits of partner-
ship business, see Kerr's Cyc. C. C. § S412 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

§2436. IN WHAT BUSINESS PARTNER MAT NOT EN-
GAGE, A general partner, who agrees to give his personal
attention to the business of the partnership, may" not engage
in any business which gives him an interest adverse to that
of the partnership, or which prevents him from giving to
such business all the attention which would be advantageous
to it.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 6 pars, annotation.

109 C. 130, 132, 41 P. 859 (construed and applied with other
sections).

As to confidential relations of partners, see Kerr's Cyc. C. C.
§ 2410 and note.

1260



Tit.X,ch.II,art.III.] accounting to firm. §§ 2437, 2438

As to duty of partner to exercise highest good faith towards
copartners, see Kerr's Cyc. C. C. § 2411 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

§2137. IN WHAT HE MAY ENGAGE. A partner may
engage in any separate business, except as otherwise pro-
vided by the last two sections.

History: Enacted March 21, 1872.

109 C. 130, 132, 41 P. 859 (construed and applied with other
sections). »

As to duty of general partner not to engage in business
adverse to partnership, see Kerr's Cyc. C. C. § 2436 and note
par. 2.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to obligation of general partner to account for profits of
adverse business, see Kerr's Cyc. C. C. § 2438 and note.

§2438. MUST ACCOUNT TO FIRM FOR PROFITS. A

general partner transacting business contrary to the provi-
sions of this article may be required by any copartner to
account to the partnership for the profits of such business.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 2 pars, annotation.

109 C. 130, 132, 41 P. 859 (construed and applied with other
sections).

As to accounting to partnership for all receipts and disburse-
ments in partnership business, see Kerr's Cyc. C. C. § 2412 and
note.

As to liability of partner to account for profits of adverse
business, see Kerr's Cyc. C. C. §§ 2412, 2436 and notes.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.



1261



§2442 CIVIL CODE. [Div.IILPt.IV.

ARTICLE IV.

LIABILITY OF PARTNERS.

§2442. Liability of partners to third persons.

§ 2443. Liability for each other's acts as agents.

§ 2444. Liability of one held out as partner.

§ 2445. No one liable as partner unless held out as such.

§ 2442. LIABILITY OF PARTNERS TO THIRD PERSONS.

Every general partner is liable to third persons for all the
obligations of the partnership, jointly with his copartners.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 20 pars, annotation.

63 C. 157, 158 (construed and applied); 69 C. 616, 618, 620, 11
P. 456, 458 (construed and applied); 89 C. 367, 370. 26 P. 970, 971
(construed and applied); 89 C. 526, 534, 26 P. 1087, 1089 (con-
strued and applied).

As to actions against parties to joint contract or upon joint
liabilitj% see Kerr's Cyc. C. C. P. § 382 and note.

As to actions at option of plaintiff against persons jointly
liable upon obligations, see Kerr's Cyc. C. C. P. § 338 and note.

As to application by bank of individual partners' deposit on
Arm debt, see 23 L. 111.

As to assignment of lien for materials, etc., furnished by
partnership, see Kerr's Cyc. C. C. P. § 1183 and note.

As to assumption of firm debts by incoming partner, see
Kerr's Cyc. C. C. § 2397 and note.

As to assumption by partnership of individual debts of part-
ners, see 29 L. 681-694.

As to attachment of individual property of one partner for
fraud of his copartner, see 25 L. 645.

As to bankruptcy of partnership, see § 5 (e and h) of Bank-
ruptcy Act of 1899, 30 Stats, at L. 547, 548, U. S. Comp. Stats.
1901, p. 3424, 1 F. S. A. 550, 551 and note.

As to conduct of business of mining partnership by decision
of members owning majority of shares or interest, see Kerr's
Cyc. C. C. § 2520 and note.

As to defenses of maker of partnership paper, see 46 L. 771.

As to demurrers for defect of parties -plaintiff, see Kerr's
Cyc. C. C. P. § 430 subd. 4 and note.

As to execution by creditors, see 43 A. S. 371, 372; 57 A. S.
440, 441.

1262



»



Tit.X.ch.II.art.IV.] liability for acts. § 2443

As to injunction against execution sale of partnership prop-
erty, see 30 L. 98, 105, 106.

As to liability of firm for fraud of one partner, see 67 A. S.

46-49.

As to liability of partners as makers or indorsers of promis-
sory notes, see 36 L. 703, 704.

As to liability of partnership for torts, see 15 L. 463-496.

As to liens claimed by partnerships for materials, etc., see
Kerr's Cyc. C. C. P. § 1183 and note.

As to lien of each member of mining partnership for debts
due creditors and for moneys advanced by him for use of part-
nership, see Kerr's Cyc. C. C. § 2514 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to partnership assignment for benefit of creditors, see

As to' payment of individual debt with partnership property,
see 7 A. S. 377-380.

As to proceedings against joint debtors in general, see Kerr's
Cyc. C. C. P. §§ 989, 994 and notes.

As to release of one of two or more joint debtors not ex-
tinguishing obligation of others, unless mere guarantors, etc.,
see Kerr's Cyc. C. C. § 1543 and note.

As to rights of creditors, purchasers, and other third parties
in partnership real estate, see 28 L. 161-175.

As to rule that several persons contracting together with same
party for one and same act shall be regarded as jointly and not
individually or separately liable in absence of agreement to the
contrary, see Kerr's Cyc. C. C. §§ 1430, 1431 and notes.

§2443. LIABILITY FOR EACH OTHER'S ACTS AS

AGrENTS. The liability of general partners for each other's
acts is defined by the title on agency.

History: Enacted March 21, 1872

See Kerr's Cyc. C. C. for 4 pars, annotation.

89 C. 526, 534, 26 P. 1087, 1089 (construed and applied); 114
C. 396, 399, 46 P. 290 (construed and applied); 131 C. 6, 7, 63 P. 61
(construed and applied).

As to acts of partner and liability of copartners therefor
within scope of actual or ostensible authority, see Kerr's Cyc.
C C. §§ 2330, 2431 and notes.

As to agency in general, authority of agents, etc., see Kerr s
Cyc. C. C. §§ 2304-2326 and notes.

As to application of rules of liability of partner for particular
crimes and offenses of copartner, see 41 L. 652-661.

1263



§ 2444 CIVIL, CODE. [Div.III,Pt.IV.

As to evidence, presumption, and burden of proof relating to
liability of partner, etc., see 41 L. 672-676.

As to general partner as agent for partnership, etc., see Kerr's
Cyc. C. C. P. § 2429 and note.

As to general partner, limitation of authority of, see Kerr's
Cyc. C. C. P. § 2430 and note.

As to general rules relating to partner's liability for acts of
copartner, see 41 L. 650, 651.

As to Ti.^bility of partner for libelous publication by copartner,
see 26 L. 781.

As to liability of partnership for commercial paper executed
by non-trading partner, see 11 L. 238.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to partner's liability for selling liquor to minors through
copartner, agents, or servants, see 41 L. 666-668.

As to partner's liability for selling liquor without license
through copartner or agent or servant, see 41 L. 664, 666.

As to partner's liability for violation of liquor laws by copart-
ner, see 41 L. 661-676.

As to restrictions upon agents, authority and effect of notice
thereof, see Kerr's Cyc. C. C. § 2318 and note.

As to tortious acts of partner, liability for, etc., see 37 A. D.
327; 89 A. D. 415; 35 A. D. 616; 82 A. D. 395; 98 A. D. 136.



§2M4. LIABILITY OF ONE HELD OUT AS PARTNER.

Any one permitting himself to be represented as a partner,
general or special, is liable, as such, to third persons to
whom such representation is communicated, and who, on the
faith thereof, give credit to the partnership.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 8 pars, annotation.

122 C. 609, 613, 614, 55 P. 425, 426 (construed as not applying);
35 P. 309 (cited).

As to estoppel to deny that one is partner, see 22 A. S. 757,
758.

As to holding out as partner and estoppel to deny partnership
relation, see 20 L. 598, 599.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to ostensible agency in general, see Kerr's Cyc. C. C. § 2300
and note.

As to ostensible authority of agent, see Kerr's Cyc. C. C. § 2317
and note.

1264



Tit.X,ch.II,art.IV.] WHO LIABLE AS. § 2445

§2445. NO OXE LIABLE AS PARTNER UNLESS HELD
OUT AS SUCH. No one is liable as a partner who is not
such in fact, except as provided in the last section.

History: Enacted March 21, 1872.

122 C. 609, 613, 614, 55 P. 425, 426 (construed and applied with
other sections).

As to liability of general partner to tliird persons, see Kerr's
Cyc. C. C. § 2442 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to partnership, definition of, contracts creating, etc., see
Kerr's Cyc. C. C. § 2395 and note.



1265



§§ 2449, 2450 CIVIL CODE. [Div.III,Pt.IV.

ARTICLE V

TERMINATION OF PARTNERSHIP.

§ 2449. Duration of partnership.

§ 2450. Total dissolution of partnership.

§ 2451. Partial dissolution.

§ 2452. Partner entitled to dissolution.

§ 2453. Notice of termination.

§ 2454. Notice by change of name.

§2449. DURATION OF PARTNERSHIP. If no term is
prescribed by agreement for its duration, a general partner-
ship continues until dissolved by a partner or by operation
of law.

History: Enacted March 21, 1872.

As to dissolution in part of general partnership, see Kerr's
Cyc. C. C. § 2451 and note.

As to dissolution of general partnership, see Kerr's Cyc. C. C.
§ 2450 and note.

As to dissolution of special partnership, see Kerr's Cyc. C. C.
§§ 2507-2510 and notes.

As to judgment of dissolution, when general partner entitled
to, see Kerr's Cyc. C. C. § 2452 and note.

As to liquidation of partnership after dissolution, see Kerr's
Cyc. C. C. §§ 2458-2462 and notes.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to mining partnership not dissolved by conveyance of
interest of partner, see Kerr's Cyc. C. C. § 2516 and note.

As to notice of dissolution, effect of, etc., see Kerr's Cyc. C. C.
§ 2453 and note.

§2450. TOTAL DISSOLUTION OF PARTNERSHIP. A

general partnership is dissolved as to all the partners:

1. By lapse of the time prescribed by agreement for its
duration ;

2. By the expressed 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 inter-
est of any partner in the partnership property;

1266



Tit.X,ch.II,art.V.] total dissolution. §2450

5. By war, or the prohibition of commercial intercourse
between the country in which one partner resides and that in
which another resides; or,

6. By a judgment of dissolution.

History: Enacted March 21, 1872; amended by Code Com-
mission, Act 'March 16, 1901, Stats, and Amdts. 1900-1, p. 415,
held unconstitutional, see history, § 4 ante.

See Kerr's Cyc. C. C. for 40 pars, annotation.

89 C. 547, 550, 26 P. 1095 (construed and applied); 104 C. 302,
305, 37 P. 1048, 38 P. 109 (construed and applied).

As to agreement of retiring partner to refrain from carrying
on similar business in limited territory being valid, see Kerr's
Cyc. C. C. § 1675 and note.

As to authority of surviving partner to continue possession of
property, etc., after death of copartner, see Kerr's Cyc. C. C. P.
§ 1585 and note.

As to authority of surviving partner to settle affairs of part-
nership, see Kerr's Cyc. C. C. P. § 1585 and note.

As to compensation of partner for services after death of
copartner, see Kerr's Cyc. C. C. § 2413 and note.

As to continuance of partnership after death of member, see
79 A. S. 710-716.

As to dissolution of partnership by death, rights of surviving
partner, etc., see 7 L. 788-794; 28 L. 129-137.

As to dissolution of partnership for definite period described
in agreement, see 77 A. S. 319-321.

As to dissolution of partnerships in general, see 69 A. S. 410-
435; 40 A. S. 571.

As to inventory and appraisement of partnership interests, see
Kerr's Cyc. C. C. P. §§ 1443, 1585 and notes.

As to judgment of dissolution, see Kerr's Cyc. C. C. § 2452 and
note.

As to lien of mining partner on partnership property continu-
ing after dissolution of partnership, see Kerr's Cyc. C. C § 2514
and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to mining partnerships, dissolution of, see Kerr's Cyc. C. C.
§ 2516 and note.

As to partial dissolution of general partnership, see Kerr's
Cyc. C. C. § 2451 and note.

As to partnership after death, see 79 A. S. 709-716.

As to all partnerships being subject to dissolution, see 77
A. S. 319.

As to powers and authority of partners after dissolution of
general partnership, see Kerr's Cyc. C. C. §§ 2458-2462 and notes.

1267



§§ 2451, 2452 CIVIL CODE. [Div.III.Pt.IV.

As to receivers of partnership, see 71 A. S. 376.

As to receiverships in general, see Kerr's Cyc. C. C P. §§ 564-
569 and notes.

As to sale of good-will of business of partnership, see Kerr's
Cyc. C. C. § 1776 and note.

As to subrogation of partner against copartner upon paying
firm debt after dissolution, see Kerr's Cyc. C. C. § 2405 and note.

As to transfer of interest in mining partnership, effect of, see
Kerr's Cyc. C. C. § 2516 and note.

§2451. PARTIAL DISSOLUTION. A general partnership
may be dissolved, as to himself only, by the expressed will
of any partner, notwithstanding his agreement for its con-
tinuance, subject however to liability to his copartners for
any damage caused to them thereby, unless the circumstances
are such as entitle him to a judgment of dissolution.

Hi-story: Enacted March 21, 1872.

As to circumstances entitling partner to judgment of disso-
lution, see Kerr's Cyc. C. C. § 2452 and note.

As to liability of partners, copartners in general, see Kerr's
Cyc. C. C. § 2443 and note.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

§2452. PARTNER ENTITLED TO DISSOLUTION. A

general partner is entitled to a judgment of dissolution:

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 mis-
conduct; or,

3. When the business of the partnership can be carried
on only at a permanent loss.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 15 pars, annotation.

As to incapacity of persons to contract, see Kerr's Cyc. C. C.
§§ 39, 40 and notes.

As to intervention in action for dissolution, see Kerr's Cyc.
C. C. P. § 387 and note.

As to many miscellaneous matters as to partnership, gener-
ally, see note § 2395, ante.

As to receivers, appointment of powers, etc., in general, see
Kerr's Cyc. C. C. P. §§ 564-568 and notes.

1268



Tit.X,ch.II,art.V.] TERMINATION. §§ 2453. 2454

8^453 NOTICE OF TERMINATION. The liability of a
general partner for the acts of his copartners continues, even
after a dissolution of the copartnership, in favor of persons
who have had dealings with and given credit to the partner-
ship during its existence, until they have had personalnotice
of the dissolution; and in favor of other persons until such
dissolution has been advertised in a newspaper published m
every county where the partnership, at the time of its dis-
solution, had a place of business, if a newspaper is there
published, to the extent in either case to which «uch persons
part with value in good faith, and in the belief that such
partner is still a member of the firm.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 11 pars, annotation.
110 r^ QSft ■?«? -^SS 44 P. 727 (construed and applied).
AS S ablHty of '/eLral partner for acts o, copartners. >n
, T^„,.,.'= cvo r C F ^ 2443 and note.

'TJt nr.mr/^f pai-tneS w.Le no notice of dissolution is

^'iT'trmlny^'mlscllianeous matters as to partnership gener-

^^^sTi^'e'^^^S^ion, see 84 A. D. 354; 40 A. S. 573.

S9454. NOTICE BY CHANGE OF NAME. A change of
the partnership name, which plainly indicates the withdmwal
• of a partner, is sufficient notice of the fact of such ^Mth-
drawal to all persons to whom it is ^^^^^^^^^'^f ^^' ,^?' ^
change in the name, which does not contain such an indica-
tion, is not notice of the withdrawal of any partner.

History: Enacted March 21, 1872.
AS to Change of partnership, see Kerr's Cyc. C. C. P. § 2453 and
"I's to many miscellaneous matters as to partnership gener-

ally, see note § 2395, ante. t^^.._'c Ovc C C. P.

As to notice of change of partnership, see Kerr s Cyc. C. c. f

§ 2453 and note pars. 3-5.



1269



§§2458,2459 CIVIL CODE. [Div.III,Pt.IV.

ARTICLE VI.

LIQUIDATION.

§ 2458. Powers of partners after dissolution.

§ 2459. Who may act in liquidation.

§ 2460. Who may not act in liquidation.

,5 2461. Powers of partners in liquidation.

§ 2462. What partner may do in liquidation.

§2458. POWERS OF PARTIVERS AFTER DISSOLUTION.

After the dissolution of a pai'tnership, the powers and author-
ity of the partners are such only as are prescribed by this
article.

History: Enacted March 21, 1872.

89 C. 547, 551, 26 P. 1095, 1097 (construed and applied with
other sections).

As to dissolution of partnership, see Kerr's Cyc. C. C. §§ 2449-
2454 and notes.

As to extent of powers of surviving partner on dissolution of
copartnership by death of copartner to retain employee of
copartnership, see Kerr's Cyc. C. C. § 2462 and note par. 2.

As to many miscellaneous matters as to partnership, gener-
ally, see note § 2395, ante.

As to powers of partner after dissolution, generally, see 15 L.
656-660.

As to powers of partner in liquidation, see 40 A. S. 571, 572.

As to right of surviving partner to settle affairs of partner-
ship, see Kerr's Cyc. C. C. § 2450 and note.

§2459. WHO MAY ACT IN LIQUIDATION. Any member
of a general partnership may act in liquidation of its affairs,
except as provided by the next section.

Hi.story: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 3 pars, annotation.

74 C. 418, 420, 16 P. 196 (construed and applied); 81 C. 14, 18,
22 P. 264, 266 (construed and applied); 89 C. 547, 551, 26 P. 1095
(construed and applied with other sections).

As to many miscellaneous matters as to partnership, gener-
ally, see note § 2395, ante.

As to powers of surviving partner in general, see Kerr's Cyc.
C. C. § 2150 and note.

1270



Tit.X.ch.II.aft.VL] LIQUIDATION, POWERS. §§ 2460, 2461

As to powers and authority of general partner in liquidation,
see Kerr's Cyc. C. C. §§ 2461, 2462 and notes.

As to powers of surviving partner on dissolution of copartner-
ship by death of copartner to retain employee of copartnership,
see Kerr's Cyc. C. C. § 2462 and note pars. 2-6.

§2460. ^VHO MAI NOT ACT IN LIQUIDATION. If the

liquidation of a partnership is committed, by consent of all
the partners, to one or more of them, the others have no
right to act therein; but their acts are valid in favor of
persons parting with value, in good faith, upon credit thereof.
History: Enacted March 21, 1872.

74 C. 418, 420, 16 P. 196 (construed and applied with other sec-
tions); 89 C. 547, 551, 26 P. 1095 (construed and applied with
other sections).

As to many iniscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to power of either partner to act in liquidation where
affairs are not committed to one partner by consent, see Kerr's
Cyc. C. C. § 2459 and note.

As to powers of general partner acting in liquidation gener-
ally, see Kerr's Cyc C. C. §§ 2461, 2462 and notes.

§2461. POWERS OF PARTNERS IN LIQUIDATION. A

partner authorized to act in liquidation may collect, com-
promise, or release any debts due to the partnership, pay or
compromise any claims against it, and dispose of the part-
nership property.

History: Enacted March 21, 1872; amended by Code Com-
mission, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 415,
held unconstitutional, see history, § 4 ante.

See Kerr's Cyc. C. C. for 8 pars, annotation.

74 C. 418, 420, 16 P. 196, 197 (construed and applied); 81 C.
14, 18, 22 P. 264, 266 (construed and applied); 84 C. 89, 92, 94. 23
P. 1112, 1113, 1114 (construed and applied); 89 C. 547, 551, 26 P.
1095 (construed and applied).

As to extent of powers of surviving partner on dissolution of
copartnership by death of copartner to retain employee of
copartnership, see Kerr's Cyc. C. C. § 2462 and note pars. 2-5.

As to many miscellaneous matters as to partnership gener-
ally, see note § 2395, ante.

As to right of surviving partner to continue in possession of



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