are that an account should be taken, and that the firm assets should be properly protected and duly distributed. But in many partnership suits the main object of the bill is a decree for a dissolution; and such a decree can, of course, only be made upon proper cause. The general ground for a dissolution is that the partnership cannot be carried on for the benefit of the parties, according to the original intention; and this may result either from something independent of the conduct of the partners, e. g., that the principles upon which the partnership is based are found to be erroneous and impracticable; or from the conduct of a partner, as if he is acting fraudulently, is assuming exclusive control of the business, or is guilty of breaches of faith, or other gross misconduct;3 or from the incapacity of a partner, as, for example, his lunacy."

But trifling faults, or quarrels between the parties will not justify a decree for dissolution;5 nor will such a decree be necessarily warranted by a breach of partnership articles."

510. If the partnership has become ipso facto dissolved for any of the reasons mentioned above, or if a decree for its dissolution has been made for cause, the next subject which occupies the

1 In Master v. Kirton, 3 Ves. 74, the bill was demurred to on the ground that the partnership was a partnership at will, and could, therefore, be dissolved without a decree of the court. The demurrer was overruled.

2 See Baring v. Dix, 1 Cox, 213. And a dissolution may be decreed where the original capital has been all spent, and some of the partners are unable or unwilling to advance more money, and at the same time the concern cannot go on except at a loss unless they do. Jennings v. Baddeley, 3 K. & J. 78.

See Kennedy v Kennedy, 3 Dana, 239; Williamson v. Wilson, 1 Bland, 418; Berry v. Cross, 3 Sandf. Ch. 1; Holden v. McMakin, 1 Pars. Eq. Cas. 270; Miller v. Jones, 39 Illinois, 54; Maynard v. Railey, 2 Nevada, 313, 318; Shulte v. Hoffman, 18 Tex. 678; Seibert v. Seibert, 1 Brewster, 531; Page v. Vankirk, Id.

Anonymous, 2 K. & J. 441. The better opinion now seems to be that lunacy of one of the partners will not ipso facto be a dissolution, although, when of a confirmed character, it will warrant a decree for dissolution. Jones v. Noy, 2 Myl. & K. 125; Rowlands v. Evans, 30 Beav. 302; Lindley on Partnership, 235, 236 (3d ed.). In Davis v. Lane, 10 N. Hamp. 161, and Isler v. Baker, 6 Hump. 85, however, the rule that lunacy did not operate, of itself, as a dissolution, was disapproved. See Parsons on Partnership, 465.

5 Goodman v. Whitcomb, 1 J. & W. 569; Henn v. Walsh, 2 Edw. C. R. 129; Parsons on Partnership, 458; Lindley on Partnership, 238 (3d ed.). See, also, Bishop v. Breckles, 1 Hoff. Ch. 584; Watney v. Wells, 30 Beav. 56; Stevens v. Yeatman, 19 Maryl. 480.

6 Anderson v. Anderson, 25 Beav. 190.

attention of the court is the necessity for preserving the property of the firm, and for the intermediate management of the concern, while the process of winding-up is going on. If there is no objection, these duties may be left to the parties. The duty of liquidation is sometimes assigned to one partner by express agreement, and it sometimes devolves upon him by operation of law-as in the case of a surviving or solvent partner. But where all the partners are dead, or where the management of affairs cannot be safely entrusted to any of the parties, the court will interfere, and will appoint a receiver to take charge of the property and wind up the business.

It would be impossible to enter into a detailed statement of all the causes which will justify the appointment of a receiver.' It will be sufficient to observe here that where a dissolution has been decreed in consequence of the improper conduct of parties, or some similar cause, a receiver will be appointed as a matter of course, the reason being that the same causes which justify a decree for dissolution in such cases will also justify an appointment of a receiver; but that where a dissolution has already taken place, and the bill is filed simply for a proper administration of partnership assets, a receiver will not be appointed as a matter of course, but only when there is some mismanagement or improper conduct on the part of the person who has the custody of the property.2

The remedy of injunction is also sometimes called into play upon proper cause shown.3

511. In pursuing the duty of getting in and administering the partnership assets, a court of chancery has the power to order a sale of real estate.

1 For authorities illustrative of the cases in which receivers will be appointed, see Hall v. Hall, 3 MacN. & G. 90; Const. v. Harris, T. & R. 517; Gowan v. Jeffries, 2 Ashmead, 296; Williamson v. Wilson, 1 Bland, 418; Randall v. Morrell, 2 C. E. Green, 346; Holden v. McMakin, 1 Pars. Eq. Cas. 270; Miller v. Jones, 39 Ill. 54; Saylor v. Mockhie, 9 Withrow (la.), 209; Boyce v. Burchard, 21 Georgia, 74; Maynard v. Railey, 2

Nevada, 313; Shulte v. Hoffman, 18 Tex. 678; Seibert v. Seibert, 1 Brewster, 531; Page v. Vankirk, Id. 287; Kerr on Receivers, 81 et seq. (1st Am. ed.).

2 Kerr on Receivers, ut sup. Even where a dissolution is contemplated by the decree, it is not, in all cases, proper to appoint a receiver; Kerr on Receivers, 89 (1st Am. ed ).

3 Ante, p. 385.

It is a general rule that when real estate is purchased with partnership funds for partnership purposes, and without any intention of withdrawing the funds from the firm for the use of all or any of the members thereof as individuals, such real estate is to be considered as partnership property, and as liable to all the equitable rights of the partners between themselves.1 The result of this rule is that as each partner has an equity to insist upon a sale of such real estate, it is to be treated as personalty for the purposes of the partnership; but whether it is to be so treated for all purposes is a question upon which there has been some. conflict of authority.

It has been contended, on the one hand, that the conversion of realty into personalty is a conversion "out and out," and that after it has been appropriated to the partnership liabilities, the surplus (if any) is payable to the personal representatives and not to the heir of a deceased partner. This is now the rule in England. After some fluctuations in the law, the conclusions which have been finally reached are that wherever a partnership purchases real estate for the partnership purposes and with partnership funds, it is, as between the real and personal representatives of the partners, personal estate; that it makes no difference as respects the question of conversion, whether the land was purchased with partnership moneys, or whether it was acquired in any other way, provided the land is, in the proper sense of the term, an asset of the partnership;3 but that the general rule may be excluded by an agreement, express or implied, to the effect that the land shall not be sold, for the reason of the rule (which is that each partner has an equity for a sale of the land) excludes its application in such a case.

512. In the United States, however, the general tendency of the authorities is to limit the conversion to the purposes of the

1 Buchan v. Sumner, 2 Barb. Ch. 198; Hoxie v. Carr, 1 Sumn. 181; Abbott's Appeal, 14 Wright (Pa.), 234; Meily v. Wood, 21 P. F. Sm. 488; Uhler v. Semple, 5 C. E. Green, 288; Sigourney v. Munn, 7 Conn. 11; Wallis v. Freeman, 35 Verm. 44; Clagett v. Kilbourne, 1 Black (U. S.), 346; 3 Kent's Com. 39; Parsons on Partnership, 363, 369.

2 Darby v. Darby, 3 Drew. 506.

3 See the remarks of Lord Eldon in Jackson v. Jackson, 9 Ves. 593. See, also, Waterer v. Waterer, L. R. 14 Eq. 402.

4 Steward v. Blakeway, L. R. 4 Ch. App. 603, and L. R. 6 Eq. 479; Lindley on Partnership, 690, 691 (3d ed.).

partnership, and ultra those purposes to treat the property as if in its original state. The consequence of this doctrine is that the surplus, after the partnership liabilities and equities have been answered, will go to the real, and not to the personal representatives of a deceased partner. This is perhaps the general doctrine throughout the Union; although in Kentucky the English rule is followed, and in Virginia the question does not seem to be settled, the English rule having been at one time adopted;3 and the point in subsequent decisions having been treated as doubtful.*

513. The general rule as to conversion, stated above," is, it will be observed, subject to the qualification that where the purchase is made with an intention of withdrawing the funds from the firm for the use of all or any of the members thereof as individuals, the real estate so purchased will not be considered as personal property-in other words, the doctrine of conversion will not apply; and further, that if land belongs to all the partners as tenants in common but not as partners, and the land is used by them for partnership purposes, but is nevertheless intended to remain vested in them as tenants in common, and not to form part of the assets of the firm, the share of each partner will be real, and not personal estate.

A result of the first portion of the above qualification has been held in Pennsylvania to be, that to affect strangers-purchasers, mortgagees, and creditors-there must be some written. evidence of the intention of the partners to make the real estate partnership assets, and that where there is simply a conveyance to them as tenants in common, it is not competent to show by parol evidence that the property was in fact designed to

Dyer v. Clark, 5 Met. 562; Wilcox v. Wilcox, 13 Allen, 254; Buchan v. Sumner, 2 Barb. Ch. 165, 201; Tillinghast v. Champlin, 4 R. Island, 173. See, also, Goodburn v. Stevens, 1 Maryl. Ch. 420; 5 Gill, 1; Hale v. Plummer, 6 Ind. 121; Piper v. Smith, 1 Head, 93; Dilworth v. Mayfield, 36 Miss. 40; Scruggs v. Blair, 44 Id 406; Lang v. Waring, 25 Alab. 625. See, however, Ware v. Owens, 42 Id.

212; 3 Kent's Com. 40 (12th ed.); Parsons on Partnership, 371; American note to Lake v. Gibson, 1 Lead. Cas. Eq. 242 (3d Am. ed.).

2 Bank of Louisville v. Hall, 8 Bush, 672; Cornwall v. Cornwall, 6 Id. 369. 3 Pierce v. Trigg, 10 Leigh, 406.

4 Jones v. Neale, 2 Pat. & H. 339; Davis v. Christian, 15 Grat. 11. 5 Ante, p. 458.

form part of the partnership assets, or even that this fact was known to a purchaser.2

The opinion in other States of the Union appears to be adverse to following this doctrine, at least to the same extent.3

Of the second part of the above-stated qualification, an illustration may be found in Steward v. Blakeway, where it was held that a farm and quarry worked by co-owners in partnership, and additional lands bought by them out of their profits for the purposes of their business, were not to be treated as converted into money, because no partner could have enforced a sale of the property.

514. Both the realty and the personalty of the firm may be sold by order of court; and a sale is generally necessary in order to effect the winding-up of a concern; as it has been held that one partner cannot take the partnership stock at a valuation, but its value must be ascertained by its conversion into money.5

An account is a part of the relief which the court decrees in partnership bills. This account is taken before a master, who is armed with the necessary powers to effectuate the object for which he is appointed. In taking the partnership accounts, a surviving partner will be regarded as a trustee, and will be ordinarily responsible for any profits which he may have made after the dissolution."

515. After the partnership assets have been realized, the next step is their appropriation to the payment of partnership liabilities. In doing this the court applies certain equitable doctrines which might not improperly fall under the general

1 Ridgway's Appeal, 3 Harris, 177. See, also, McDermot v. Laurence, 7 Serg. & R. 488; Lefevre's Appeal, 19 P. F. Sm. 125; and Ebbert's Appeal, 20 Id. 79. 2 Hale v. Henrie, 2 Watts, 143.

See Fall River Whaling Co. v. Borden, 10 Cush, 458; Parsons on Partnership, 378, note; Story on Partnership, 93, note (6th ed.); Am. note to 1 Lead. Cas. Eq. 241.

44 Ch. App. 603. See Thompson v. Bowman, 6 Wal. 316.

6 Sigourney v. Munn, 7 Conn. 11; Dickinson v. Dickinson, 29 Id. 600.

6 Story's Eq. Jurisp., 672. In England a number of statutes (commonly known as the Winding-up Acts) have been passed facilitating the settlement of partnership affairs. They will be found collected and discussed in Lindley on Partnership, Book IV., chap. iii. (3d Eng. ed.).

7 See Phillips v. Atkinson, 2 Bro. Ch. 272; Hartz v. Schrader, 8 Ves. 317; Waring v. Cram, 1 Pars. Eq. Cas. 522; Washburn v. Goodman, 17 Pick. 519; Case v. Abeel, 1 Paige Ch. 398; Parsons on Partnership, 442.