incident to its business, nor the practice of the company in conducting its business. It owned a ditch and sold water, and those who managed it collected the moneys paid for water, paid the various expenses out of the receipts, and divided the balance among the owners. This, according to the testimony, was the regular course of its business for a series of years, from somewhere about 1854 down to 1862, when the note in suit was given. There is nothing to show that any authority was ever given to the managing agent, either expressly, or by necessary implication, to execute notes, or that any such authority was ever recognized by the stockholders. Only two instances, besides the one in question, of giving a note by the managing agent, are shown during the whole existence of the company, and these two notes were connected with the same general transaction as the one in suit; and so far as the evidence shows these were also given without the knowledge or assent of the owners, other than the agent himself. The agent testifies that the instances referred to are the only ones that occurred during his management. In the case now in question, the agent also testifies that when Samuel McConnell asked him for the note he informed him that he had no authority to execute one. He further testifies that the arrangement, in fact, was, that the lumber, for which the note was given, was furnished for the extensive repairs of the ditch, made upon the express agreement that it was to be paid for out of the proceeds of the sales of water; and it appears that the proceeds were all applied in payment. The evidence shows that the owners, so far as they were informed upon the subject at all, were informed that this was the arrangement, and none of them knew of or assented to the execution of any note at all.

We think the evidence not only shows that there was no express authority given to Denver to execute the note in suit, but, also, that none can be inferred from the general course of the business of the company, or implied from any authority exercised by the agent with the knowledge or assent of the owners. It also appears that such as expressed their views positively refused to allow any personal responsi bility to be incurred in making the large repairs required by

the damage done by the floods of 1862, and that Samuel McConnell, when he took the note, was expressly informed by Denver that he had no authority to execute it. The case is clearly within the decision of Skillman v. Lachman, before cited.

Upon the findings, the judgment should have been against Latham, as well as the other defendants. The note purports to be the note of the company, and the third finding is that Denver had authority to make and execute the note. The sixth finding is entirely consistent with the third, and finds that Latham was a member of this company at the time of the execution of the note sued on. If he was a member when the contract sued on was made, and the contract was executed by a party duly authorized, he must, of course, be bound by it, as well as the other members.

The judgment and order denying a new trial must be reversed and a new trial had, and it is so ordered.

Mr. Justice SANDERSON, being disqualified, did not participate in the decision.

SLEMMER'S APPEAL.

(58 Pennsylvania State, 168. Supreme Court, 1868.)

1One partner may at any time withdraw and cause a technical dissolution of the firm, subject to liability to his partners if the act be wrongful. Cause of dissolution-Discretion. In a suit in which the prayer of the plaintiff was for a dissolution of the partnership existing between himself and defendants, and for an appraisement and conveyance of the firm effects, etc.: Held, that a wide discretion is vested in courts of equity upon questions relating to the dissolution of partnerships, but when irreconcilable differences exist, which preclude harmonious and successful operation of the business by the partners, a court of equity will decree a dissolution. Idem-Preservation of the business. In making such a decree the court will consider not merely the terms of the express contract between the partners, but also the duties and obligations implied in every partnership contract. Where a valuable business has grown up by the labors and contributions of all, the court should be careful to preserve it, and put all the partners on a fair and equal footing to compete for it. To appoint 1 Fletcher v. Reed, 131 Mass. 312.

a receiver, direct a sale of the whole, and a winding up of the business, would destroy its value without benefiting either party. 1Laches affecting equities between copartners. One of a firm of oil refiners purchased in his own name a lot on which to erect a refinery; the firm took a lease of it from him, and erected buildings on it: Held, that after accepting such lease, erecting the buildings, and delaying for years to assert title until the relations of the parties became altered and complicated, it was too late for the firm to claim relief in equity by bill calling for a conveyance.

The maxim vigilantibus non dormientibus leges subveniunt applies in equity as well as law.

Appeal from the decree of the Court of Common Pleas of Montgomery County. In Equity.

This was a bill filed March 12, 1866, by Henry T. Slemmer against Jacob C. Slemmer, William Slemmer and Charles Slemmer.

The bill set out that the plaintiff and defendants, on the 5th of January, 1861, entered into articles of partnership, for the mining and sale or refining of petroleum, which articles were, from time to time, altered and varied by subsequent agreement.

The papers referred to in the opinion are: The articles of copartnership, dated January 5, 1861; the lease of June 5, 1862, and a letter signed by the defendants and addressed to the plaintiff, dated January 25, 1866, to wit:

Articles of Copartnership.

Artieles setting forth an agreement verbally entered into by the undersigned in the summer of 1860, for the mining for, and disposition of, by sale or refining, rock oil or petroleum in Pennsylvania and Virginia.

1. That each party shall bear an equal part of the expense and receive an equal part of the profits resulting from the undertaking, except experimental refining operations, for which the company erect and own the apparatus, but the experimenter to obtain and own the oil so experimented with.

2. Nothing to be undertaken without the assent of all par ties; but a work commenced to be prosecuted, unless all parties agree to suspend or abandon.

3. Each member of the company shall advance money for 'Stout v. Seabrook, 30 N. J. Eq. 187.

company purposes, as he may be able to do so and the comrany desire to receive it, said advancement to bear interest from the date thereof; but a balance sheet shall be struck on the first of January in each year, or oftener if desired by three members, wherein the amount due by each deficient member shall be covered by a cash payment, or by a note to the member whose advance is in such excess, which note shall, at the desire of the holder, be indorsed by all the members.

4. If any member desires to leave the company, he shall be permitted to do so upon agreement between all the members as to the value of his interest in the company, which shall be paid him by the remaining part of the com¡ any, by note or cash, or by his payment to the company of the sum that may appear to be due from him, to equalize his part of the expenses, not theretofore borne by him, such payment to be by note or cash. Where the parties can not mutually agree as to such value or amount to be paid as above provided, such amount shall be designated by a disinterested party to be selected as arbitrators are usually chosen. No appeal from such arbitrament to be authorized.

5. A final settlement of company affairs may be demanded by the concurrent action of any three members, when the assets and debts shall be divided in a similar manner to that set forth in the preceding paragraph.

6. In case of the death of a member, his interest in the company shall not be subject to sale, but may be withdrawn at the request of his legal representatives, or of the remaining members, in the same manner as provided for the voluntary retirement of a member by the fourth paragraph.

Lease.

"This indenture, made this 5th day of June, 1862, between Henry T. Slemmer, M. D., etc., of the first part, and Jacob C. Slemmer, William Slemmer. Henry T. Slemmer, M. D., and Charles Slemmer, trading under the name and style of Slemmer Brothers,' oil refiners, of the same place, of the second part. Whereas, the parties of the second part have erected upon the premises of the party of the first part, in and through his name, works for the refining of petroleum or rock oil, the same having been done upon verbal agreement of a lease for said premises to them: Now, therefore, to

legally set forth the same, this indenture witnesseth, that the party of the first part has let, etc., unto the parties of the second part, all that certain lot or parcel of ground, situate in the borough of Norristown, lying at the southeast corner of Egypt or Main street and Ford street, being, etc., except, etc., for the term of fifteen years from April 1, 1862, at the yearly rent, etc. Reserving, however, the right to use such portions of the said premises as may not be considered requisite by the said parties of the second part for the prosecution of their business as oil refiners. * * * It is hereby mutually agreed that this lease may end at any period within the fifteen years if the parties of the second part desire it in consequence of closing their business as oil refiners. And that, at the close of the said fifteen years, or such earlier period as the parties of the second part desire to terminate it, the party of the first part shall purchase all the buildings erected or to be erected upon the premises, at such sum as both parties may agree to be equitable and just; or failing such agreement, then at such sum as may be determined upon by three disinterested arbitrators, selected in the usual manner, whose judgment shall be conclusive upon all parties."

Communication of January 25, 1866.

"NORRISTOWN, January 25, 1866. "Dear Brother:-Sufficient time having elapsed since our annual meeting (and the extraordinary steps you have taken in regard thereto), for a calm and serious reflection, we deem it necessary to again bring the subject-matter before you in a decisive manner, and ask your determination in writing.

"In the first place we say to you, that under no consideration will we continue the business upon the basis heretofore carried on. The only formn in which we will consent to continue the firm is, a total abrogation of all agreements heretofore made, and a new one formed, in which each member shall be equally interested in the realty, (as our previous proposal), and share equally the labors of conducting the business, or its full equivalent in salary.

"You failing to accede to this, we propose :

"To sell to you all our interests in the works, together with all the oils, machinery, etc., on hand, with credits and deits