PARTNERSHIP - continued. 36. And where A. and B., members of such a partnership, had consulted together in relation to buying, in behalf of themselves and of C., another partner, an outstanding interest, and B. and C. finally purchased such interest, concealing from A. the fact that they were negotiating for it, it was held that A. could claim no benefit from the transaction. [BRADLEY and MATTHEWS, JJ., dissenting.] lb. 37. It is to be presumed that all the members of a firm have access to the partnership books, and know their coutents; but that presumption may be rebutted. Winship v. United States Bank, 5 Pet. 529. 38. The several members of a firm are presumed to have full knowledge of entries in the partnership books, and to consent to their allowance. Withers v. Withers, 8 Pet. 355. 39. When knowledge of a partner that goods have been illegally imported is to be considered knowledge of the firin. Stockwell v. United States, 13 Wal. 531. 40. Rights and Liabilities inter sese Suits at Law-In Equity.] A member of a mercantile firm may, in general, enter into a contract for personal service to a third person, in which his firm shall have no interest; and he may maintain an action in his own name for the services rendered, although he conducted the correspondence in the firm's name, and promised his partners an interest in the business. Law v. Cross, 1 Black, 533. 41. Although in matters pertaining to the business of the partnership a partner is not permitted to traffic for his private advantage, but is held accountable for all profits, in other matters he is by law under no such restraint. Thus, if a member of a firm in "a general produce business enter into a secret arrangement with a third person, through which he acquires title to property on which the firm has a mortgage, and which the firm desires to purchase, on payment of the mortgage debt. he does not take in trust for his copartners. Wheeler v. Sage, 1 Wal. 518. 42. Where one partner has by agreement full aud exclusive control of the affairs of the concern, but communicates no information to his copartner, who resides at a distance and relies on him for true accounts, his relation to his copartner, whatever the relation of partner to copartner in general, is fiduciary, and governed by the law of that relation. Brooks v. Martin, 2 Wal. 70. 43. One of two partners who schemes for the purpose of fraudulently depriving the other of the profits of the partnership, may be charged as trustee for the partner thus wronged, to the extent of the amount fairly belonging to him. Ambler v. Whipple, 20 Wal. 546. And see Ambler v. Whipple, 23 Wal. 278. 44. A promissory note given by one member of a commercial company to another member for PARTNERSHIP — continued. the use of the company, will support an action by the promisee in his own name against the maker, although the money, when recovered, would belong to the company. Van Ness v. Forrest, 8 Cranch, 30. 45. The assignee of a partner in a partnership formed to deal in land may maintain a bill against the other partners and the agent of the partnership for discovery and an account. Pendleton v. Wambersie, 4 Cranch, 73. 46. Where, on retirement of a partner, his copartners receive the partnership effects, covenanting to apply them in payment of the firm debts, and to pay him a certain sum if so much be collected, the retired partner may have an account and relief in equity if his copartners fail to perform. Kelsey v. Hobby, 16 Pet. 269. 47. Where a contract of copartnership in business confessedly contrary to public policy, and illegal, has been carried out to the completion of the contemplated operation, the managing partner, who holds the profits, cannot evade an account and division in equity by asserting the illegal character of the original contract. [CATRON, J., dissenting.] Brooks v. Martin, 2 Wal. 70. 48. Equity will assume jurisdiction of a bill to settle the partnership accounts of a firm of atorneys, a discovery being necessary. Denver v. Roane, 99 U. S. 355. 49. A partner who, without reason and without his consent, is deprived of his share of the profits of a partnership venture by his partner and a third person, may maintain a suit in equity to recover it from them. Pearce v. Ham, 113 U. S. 585. 50. Beneficiaries of a deceased partner cannot maintain a bill for an account against the administrator, who during their minority was also their guardian, and who allowed the business to be continued by the surviving partners for several years without filing any inventory or account, where he acted in good faith, where the property increased in value, and where for more than seven years since coming of age they have received their shares of the profits and annual statements of account. They must be deemed to have acquiesced. Hoyt v. Sprague, 103 U. S. 613. 51. In stating a partnership account, where one partner has had entire charge of the business, he should be debited with the entire capital and the proceeds of sales; and if the capital consisted of stock which has been used in the business, or disposed of and the proceeds debited, he should be credited therewith in the amount at which it was originally charged. Gunnell v. Bird, 10 Wal. 304. 52. To a bill by an assignee of a partner, merely for a settlement of the partnership accounts, one who has succeeded to the rights of another partner, but not to his obligations, is not a proper party. New York Fourth National PARTNERSHIP continued. PARTNERSHIP continued. Bank v. New Orleans & Carrolton Railroad of the intestate for an account of the partnership Co., 11 Wal. 624. dealings, and it makes no difference that the administrator alleges himself to be sole heir. Moore v. Huntington, 17 Wal. 417. 53. Rights and Liabilities to Third Persons- Suits - Parties.] Where, as in Louisiana, members of an ordinary partnership are only liable to their common creditor for their proportional part of the indebtedness of the partnership, one partner cannot offset or oppose the compensation of the personal demand of his associate to the claim of their common creditor. Beauregard v. Case, 91 U. S. 134. 54. In Louisiana, the contract of a mercantile firm creates an obligation in solido; and two of the partners may be sued thereon, if the third be out of the jurisdiction. Breedlove v. Nicolet, 7 Pet. 413. 55. In Mississippi, suits on written promises of copartners may be brought against one or more of them; and if three be sued, and one plead and two be defaulted, the plaintiff may discontinue as to the one who defends, and take judgment by default against the others. Amis v. Smith, 16 Pet. 303. 56. A partnership obligation is not to all intents the several obligation of each partner as well as the joint obligation of all, but only the several obligation of each so far that, in an action against one, judgment may pass for the entire demand if the non-joinder be not pleaded. Mason v. Eldred, 6 Wal. 231. 57. Where, in Louisiana, the prayer of the petition, in a suit against defendants as partners, seeks a judgment in solido, being based upon the hypothesis that the partnership is a commercial partnership, while the pleadings and proofs show it to have been an ordinary one, a verdict and judgment may properly be rendered against each defendant for his proportionate share of the debt. Beauregard v. Case, 91 U. S. 134. 62. In a state where, in trials of suits by or against partners, proof of partnership is by statute unnecessary to the maintenance of the action, an averment in a declaration that A. and B., trading as A. & Co., complain of C. and D., trading as C. & Co., sufficiently avers partnership to bring the case within the statute. Cooper v. Coates, 21 Wal. 105. 63. The debt of an individual partner becomes an equitable claim against the assets of the firm on agreement between its members that the firm shall pay it. Finley v. Lynn, 6 Cranch, 238. 64. Partners have the right as between themselves to control the assets of the firm, and so to appropriate them to the payment of a claim by one partner on the firm. McCormick v. Gray, 13 How. 26. 65. The interest of one of the partners in a partnership formed for dealing in land is subject to levy and sale on execution in the same manner and with like effect as partnership personal property. Clagett v. Kilbourne, 1 Black, 346. 66. A purchaser at such a sale takes only the interest of the partner, subject to an adjustment of the partnership dealings, and cannot maintain ejectment, but must seek his remedy in equity on a bill praying for such an adjustment. Ib. 67. The creditor of a partnership, one member of which has died, need not first exhaust his remedy at law against the survivor, but may, at his option, proceed in equity against the estate of the deceased partner. Nelson v. Hill, 5 How. 127. 68. The separate estate of a partner cannot in equity be applied to the payment of partnership 58. Where several are jointly interested in debts until the separate creditors have been fully a series of voyages, although a stranger may not paid. Thus, a bill filed by the partnership credbe introduced as a partner, during their pen-itors to procure a division pari passu of separate dency, the interest of one may be assigned, and, on the termination of the enterprise, the assignee may maintain a bill for an account against the master and supercargo, one of them, the other proper parties being joined. Mathewson v. Clarke, 6 How. 122. 59. A partner cannot recover his share of a debt due to the partnership in an action at law against the debtor, prosecuted in his name alone. Vinal v. West Virginia Oil & Oil Land Co., 110 U. S. 215. 60. Where the rights of a purchaser from a member of a partnership are denied by the other members of it, his remedy is by a bill for a settlement of the partnership accounts; and to such a bill all of the partners, including his vendor, are necessary parties. New York Fourth National Bank v. New Orleans & Carrolton Railroad Co., 11 Wal. 624. 61. The heirs-at-law are not necessary parties to a bill by an administrator against the partners estate appropriated by the debtor by a deed of trust to separate creditors was held not to avail to deprive the separate creditors of their priority. Murrill v. Neill, 8 How. 414. 69. If the executor of a deceased partner consent to the continuance of the business by the surviving partners with the assets of the firm, his lien on property thereafter acquired will be postponed to that of creditors, where a case arises for an equitable marshalling of assets, as, for instance, where the surviving partners make a general assignment for the benefit of creditors; and in such case the beneficiaries of the deceased partner's estate cannot have priority over the claims of creditors upon the partnership assets. Hoyt v. Sprague, 103 U. S. 613. 70. Where a testator directs that his capital and interest in a firm shall remain therein, and be chargeable for its debts and liabilities, but that his other property shall not be so chargeable, such other property cannot be subjected to the PARTNERSHIP continued. payment of debts of the firm contracted after the testator's death. Jones v. Walker, 103 U. S. 444. 71. And dividends of profits accruing after the testator's death having been fairly made among the devisees, the payment of such dividends not having impaired the capital embarked in the business, nor withdrawn what was necessary to pay debts due when the dividends were paid, the devisees cannot be compelled to refund, although the firm afterwards become bankrupt. Ib. 72. Real estate purchased with partnership funds for partnership uses, although the title be taken in the name of one partner, is in equity treated as personal property, so far as may be necessary to pay partnership debts and to adjust equities between the partners; and for this purpose, in case of the death of such partner, the survivor may sell, and although he cannot trausfer the legal title, that having passed to heirs or devisees, the sale vests the equitable ownership, and the purchaser may, in equity, compel them to convey. Shanks v. Klein, 104 U. S. 18. 73. The surviving member of a firm may pay his own debts with the firm assets, if no proceedings are instituted by the representatives of the deceased partner or by the creditors of the firm, without being chargeable with a fraud in law on the firm creditors, and, in Mississippi, without being liable, under the statute, to an attachment, in the absence of an actual intent to defraud, -the statutes of that state not forbidding preferences, if bona fide and without intent to secure a benefit to the debtor. Fitzpatrick v. Flannagan, 106 U. S. 648; McGinty v. Flannagan, Id. 661. 74. A creditor of a firm cannot maintain a bill to subject, in satisfaction of his claim, property which formerly belonged to the firm, but which, by virtue of the transfer of the interest of one of the partners to his individual creditor in payment of a just debt, such transfer being assented to by the other partner, had come to the hands of a third person for a valuable consideration, the firm and both members of it being insolvent. Case v. Beauregard. 99 U. S. 119. 75. Dissolution-How effected — Powers | and Liabilities of Partners afterwards.] War dissolves partnerships between citizens of the belligerent nations, and devolves upon non-resident partners the duty of withdrawing their interests from the enemy's country in order to save them from being treated as enemy's property. The William Bagaley, 5 Wal. 377. 76. A partnership in the ownership of land, the land being its only subject-matter, is terminated by a sale of the land. Thompson v. Bowman, 6 Wal. 316. 77. The bad character and drunken and dishonest habits of a partner do not justify his copartner in treating the partnership as at an end, and in taking to himself all the benefits of their joint labors and joint property. Ambler v. Whipple, 20 Wal. 546. And see Ambler v. Whipple, 23 Wal. 278. | PARTNERSHIP continued. 78. A member of a "mining partnership' may convey his interest in the mine and business without dissolving the partnership. Kahn v. Central Smelting Co., 102 U. S. 641. 79. Although the liability of a deceased copartner may be extended by contract beyond his death, in the absence of such a stipulation, even in the case of a partnership for a term of years, the death of a partner will operate as a dissolution. Scholefield v. Eichelberger, 7 Pet. 586. 80. Although, in general, the death of a partner will dissolve the copartnership, yet a partner may by will provide for its continuance, and, in doing so, bind all or a specific part of his estate. Burwell v. Mandeville, 2 How. 560. 81. The most unambiguous language is necessary to manifest an intention to render the general assets liable. Ib. 82. In general, a dissolution of partnership operates as a revocation of the power in one partner to bind another by contract. Bell v. Morrison, 1 Pet. 351. 83. An acknowledgment by a partner, after the dissolution of the partnership, will not remove the bar to an action against the firm. Ib. 84. An admission of a partner, made after a dissolution of the partnership, is not evidence to bind the firm. Thompson v. Bowman, 6 Wal. 316. 85. After the dissolution of a partnership, one partner has no implied authority to cause the appearance of another to be entered in a suit brought against the firm. Thus, if one assume to enter an appearance for another who is a non-resident of the state and who is not served with process, the want of authority may be set up in defence to an action on the judgment, when the action is brought in another state, although the defence would not avail in an action brought in the state where the judgment was rendered. [WAITE, C. J., STRONG and HUNT, JJ., dissenting.] Hall v. Lanning, 91 U. S. 160. 86. On a bill by an administrator against partners of the intestate for an account, the defendants should be charged with such a sum only as by reasonable care and diligence they could get for the assets in closing the business, whether their value at the date of the intestate's death or not. Moore v. Huntington, 17 Wal. 417. 87. Where the members of a firm, believing it to be solvent, dissolve it, and the outgoing partner is repaid his capital from money borrowed by the remaining partners on their credit and responsibility as a new firm, and it afterwards turns out that the firm was insolvent at the time of the dissolution, the lender of the money to the new firm has no claim against the outgoing partner. Penn Bank v. Furness, 114 U. S. 376. 88. Notice of dissolution, to protect a retiring partner, may be given by any means which will fairly publish it, by the withdrawal of the exterior indications of partnership, by an advertiscment, or by other means sanctioned by local usage, What constitutes an | PATENT — ASSIGNMENT — continued. Assignment-What it conveys - Legal or equitable Title - Right to reissue-Right to use the Article, etc.] Where a recorded instrument is clearly an assignment of a patent, its effect will not be so limited as to make it a mere license, because by an unrecorded instrument of even date, referred to therein, its operation is restricted and limited. Littlefield v. Perry, 21 Wal. 205. 11. The assignee of a patent-right takes subject to the legal consequences of prior acts of the patentee. McClurg v. Kingsland, 1 How. 202. 12. An assignee restricted to the use of the patented machine within a particular district may sell its product elsewhere. Simpson v. Wilson, 4 How. 709. 13. Where a patentee assigns a right to manufacture, sell, and use the patented article within a certain district, one who purchases such article within the district may use it anywhere, without regard to other assignments of territorial rights, especially where the article is such that it perishes in the first use of it. The right to the use stands on different ground from the right to make and sell. [SWAYNE, STRONG, and BRADLEY, JJ., dissenting.] Adams v. Burke, 17 Wal. 453. 14. One who is in lawful use of a patented 2. A deed conveying all the grantor's property of every kind carries patent-rights and extensions thereof. Philadelphia, Wilmington, & Baltimore Railroad Co. v. Trimble, 10 Wal. 367. 3. A deed by which a patentee conveys all his right, title, and interest in the invention, and all right, title, and interest that may be secured to him from time to time, to be held to the end of the term for which letters-patent are or may be granted, carries the entire invention, with all alterations and improvements, and all patents and extensions. [BRADLEY, J., dissenting.] Ib. 4. If an inventor assign all right to his invention, and the deed of assignment be duly re-machine, on the expiration of the term for which corded before the letters-patent are issued, the legal title will inure to the assignee on their issuance. [DANIEL, J., dissenting.] Gayler v. Wilder, 10 How. 477. 5. A contract for the assignment of a renewed patent to the assignee of the original, although yet to be obtained, will convey a valid equitable title. Hartshorn v. Day, 19 How. 211; Day v. Union India-Rubber Co., 20 How. 216. 6. A grant of an extension of a patent before the extension is issued carries the legal as well as the equitable interest, if the terms of the grant be proper to that end. Philadelphia, Wilmington, & Baltimore Railroad Co. v. Trimble, 10 Wal. 367. 7. Where a patentee, who has an application pending for a patent covering an improvement in the invention patented, assigns all the right, title, and interest which he then has or thereafter may have to the invention, improvement, and patent, or to the patents that may be granted for the invention, or for any improvement therein, such assignment embraces a patent obtained on an application afterwards filed for an improvement in the invention covered by the original patent. Littlefield v. Perry, 21 Wal. 205. 8. A deed whereby a patentee constitutes the grantee therein his attorney irrevocable to hold a renewed patent for the use of the assignees of the original and their licensees, passes the entire ownership for their benefit. Hartshorn v. Day, 19 How. 211; Day v. Union India-Rubber Co., 20 How. 216. 9. Quære, whether an assignee, to have a right as such to a reissue, must be an assignee of the entire interest. Patent Commissioner v. White ley, 4 Wal. 522. 10. Where an inventor assigns his invention before the issue of letters-patent, and letters are lawfully issued to the assignee in his own name, the assignee, where the instrument of assignment the patent was granted may continue to use it during an extended term. Chaffee v. Boston Belting Co., 22 How. 217; Union Paper-Bag Machine Co. v. Nixon [Paper-Bag Cases], 105 U. S. 766. 15. Or, being the owner, may transfer his ownership and right of use to another. Union Paper-Bag Machine Co. v. Nixon [Paper-Bag Cases], 105 U. S. 766. 16. Thus, a grant by a patentee of a right to make, use, and vend to others to be used, a patented machine during the term the patent then has to run, will give a purchaser from the grantee of a machine made and sold within that term a right to use it as long as it lasts, without regard to a subsequent extension. Bloomer v. Millinger, 1 Wal. 340. 17. An assignee of a right to use a patented planing-machine, having a right to continue the use of a particular machine after an extension of the term, may replace worn-out knives without destroying the identity of that machine. Wilson v. Simpson, 9 How. 109. 66 18. An assignment by a patentee of all his right, title, and interest" for a certain territory in the invention and in the letters-patent reissue of which is recited, "the same to be held and enjoyed" by the assignee and his representatives to the full end of the term for which the said letters-patent are or may be granted," operates to convey any interest for that territory which the patentee may afterwards acquire by an extension and renewal of the patent under a prior statute. Nicholson Pavement Co. v. Jenkins, 14 Wal. 452. 19. Under 18, act of July 4, 1836 (5 Sts. 125), which declares that the benefit of the renewal of a patent "shall extend to assignees and grantees of the right to use the thing patented to the extent of their interest," one who, during the original term, buys a machine which is an infringement, from one who has no right to sell |