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mitted by the defendant, and which the plaintiff was, therefore, entitled to have performed in toto. Murray v. Parker, 19 L. J., Ch. 530; 14 Jur. 664.

the Statute of Frauds, and disputing the parol agreement and part performance thereof. Cowell v. Watts, 2 H. & Tw. 224; 19 L. J., Ch. 455.

Answer Determining Agreement.]—On a bill "Reasonable Satisfaction" of other Part- by B. for specific performance of the agreement ners.]-By agreement between A., B. and C., to execute a partnership deed for one-eighth and D. a minor, it was agreed that a partner-share of the profits, A. put in an answer in which ship should be formed for nine years, unless he denied that there had been a partnership at sooner dissolved by mutual consent; C. to pay all, but submitted that if any partnership had 1,000l. as her proportion of the capital; D. to ever existed it was only a partnership at will, of be paid 507. a year salary for his services. At one-eighth share of the profits (payment of the expiration of the third year, if D. should which he offered to make), and he submitted have conducted himself honestly and truly in the that this partnership had been determined by discharge of his duty, "and to the reasonable the letter of August, 1872-Held, that it had satisfaction of A. and B.," he should from not been determined by that letter, but that the thence become entitled to B.'s share in the answer had the effect of putting an end to it; capital, and be substituted for her as a partner, and that accounts must be directed to be taken his salary then ceasing. If C. should cease to be as up to the day of filing the answer, and that a partner before the end of three years, her share these accounts must include the principal, the to become the property of D., if he should not eighth share of the profits, and also the eighth previously have misconducted himself in the share of the assets up to that day. Syers v. office which he held in the partnership. After S., 1 App. Cas. 174; 35 L. T. 101; 24 W. R. D. attained his age, and before the expiration of 970. the three years, he was refused further maintenance and interference in the business. D. filed a bill for specific performance of the articles, and to enjoin a dissolution of the partnership *Held, on general demurrer, first, that D., by filing his bill after his majority, was bound by the agreement, so as to make it mutual; secondly, that there was sufficient consideration moving from the plaintiff to entitle him to enforce the agreement; thirdly, that there was not such ambiguity in the services to be rendered by him as to prevent the agreement being specifically mutual; but, fourthly, that the performance of these services to the reasonable satisfaction of A. and B. was essential to the plaintiff's right, and that they alone were the judges of this, and therefore the plaintiff could not enforce the contract against them. Milliken v. Milliken, 8 Ir. Eq. R. 16.

User of Retiring Partner's Name.]-Quære, whether a court of equity will enforce the specific performance of an agreement that, upon the retirement of a solicitor from a copartnership, the remaining partner shall carry on the business in the name of the retiring partner. Thornbury v. Bevill, 1 Y. & Coll. C. C. 554; 6 Jur. 407. See col. 575.

Representatives of Deceased Partner.]— Where the articles provided for the continuance of the partnership for 21 years, determinable upon the death of both partners, and also for the introduction by deed or will of a relation of either of them, but made no provision for the case (which happened) of the death of one of them during the term, or for the amount of capital to be used:-Held, that the provisions for the continuance of the partnership during the remainder of the term could not be enforced in equity against the representatives of the deceased partner. Downs v. Collins, 6 Hare, 418.

8. ACTION FOR BREACH.

Agreement to Admit Stranger-Consent of Copartners.]-An action will lie for the breach of an agreement entered into by one of several partners to admit a stranger into the firm; for he is bound to procure the assent of his copartners. M'Neill v. Reid, 2 M. & Soott, 89; 9 Bing. 68; 1 L. J., C. P. 162.

In such an action it is a sufficient consideration for the defendant's promise, that the plaintiff is willing to become a partner. Ib.

Default in Paying Premium.]-Articles for a co-partnership, by which the plaintiff agreed to take the defendant as a partner, and give him half the interest in the lease of the house, to commence from and after the 29th September; the defendant covenanted to pay 3007. on or before that day, as a premium to be admitted a partner; on non-payment of the money at the day the plaintiff may sue, averring his readiness to have taken the defendant as a partner, without executing or tendering articles of co-partnership, or a conveyance of the lease. Walker v. Harris, 1 Anst. 245.

Building Scheme.]—In the month of May, 1843, a parol agreement was entered into between A. and B., for a partnership between them, as to certain land intended to be used for building purposes; and a lease of it was afterwards executed by the lessor to B. only, the lessor declining to grant a lease to two persons. Certain acts of ownership were exercised by A. shortly after the agreement was entered into; but afterwards A. permitted B. to lay out his money in the erection of buildings on the land, without interfering therewith. After a lapse of eighteen months, A.'s solicitor applied to B. to perform the agreement, which B. repudiated. Proof of Terms.]—An action cannot be mainSix months afterwards A. filed his bill against tained for the breach of an agreement for not B., seeking specific performance of the agree-entering into partnership with the plaintiff, ment:-Held, that the circumstances were such without proof of the terms on which the parties as to exclude A. from insisting on the specific agreed to become partners. Figes v. Cutler, 3 performance of the agreement by B.; but, in Stark. 139. the order dismissing the bill with costs, directions were given to the master to disallow the defendant the costs occasioned by his setting up

Damages. It was averred and proved, by way of special damage, that the plaintiff had

relinquished a valuable appointment, in order to be ready to avail himself of the contract: -Held, that the jury were properly directed, that they might, in estimating the damages, take into their consideration what he had lost by such relinquishment. M'Neill v. Reid, 2 M. & Scott, 89; 9 Bing. 68; 1 L. J., C. P. 162.

Recovery of Money on Agreement going off.] -A plaintiff agreed to enter into partnership with W., who owed money to the defendant. The plaintiff, with the sanction and authority of W., wrote to the defendant, inclosing the halves of two bank notes, and asking for a statement of the full amount due from W. The defendant wrote, acknowledging the receipt of the half-notes, and stated that on receipt of the second halves he would send a stamped acknowledgment. The agreement for the partnership between the plaintiff and W. went off, and the plaintiff required the defendant to return the half-notes; on his refusal to do so he brought an action for their recovery :-Held, that he was entitled to recover. Smith v. Mundy, 3 El. & El. 22; 29 L. J., Q. B. 172; 6 Jur. (N.s.) 977; 2 L. T. 373; 8 W. R. 561.

II. RIGHTS AND OBLIGATIONS OF
PARTNERS INTER SE.

1. THE ARTICLES OF PARTNERSHIP.
a. Generally.

Partnership Act, 1890.-As to the interests and duties of partners (subject to special agreement), see now the Partnership Act, 1890 (53 & 54 Vict. c. 39), s. 24; and as to an agreement between partners placing restrictions on the power of any of them to bind the firm, see now the same Act, s. 8.

Acquiescence in Breach.] Where two of three partners entered into engagements in breach of the articles, which the other partner disapproved of, and prohibited for the future, without expressly repudiating what had been done, or objecting to the entries connected with it :-Held, that the partnership assets were liable in respect of what had been done. Cragg v. | Ford, 1 Y. & Coll. C. C. 285.

Contracts against Private Trading.]-Contracts restraining partners from carrying on the same trade for their private benefit are valid. Morris v. Coleman, 18 Ves. 438.

Admission to Partnership.]-The option reserved to the executors of a deceased partner to enter into a partnership with a surviving partner, must be accompanied by the obligation on the part of the surviving partner to admit them; and, unless the option is confined to the representatives of the partner who shall die first, the surviving partner must have the option of entering into the partnership with the representatives of the deceased partner, with the same accompanying obligation on their part to admit him. Downs v. Collins, 6 Hare, 436.

By a deed of partnership between A., B. and C., it was provided, that in case of the death of either of the parties during the continuance of the partnership, then the executor or administrator of the deceased partner should have the option of succeeding to the share of such deceased partner in the partnership business and effects, if he, she, or they should think proper, and should give notice of such his, her, or their intention, within three calendar months after the decease of the partner so dying, to the surviving partner or partners. C. died on the 20th of February, 1844, intestate; on the 15th May, his widow gave the surviving partners notice of her intention to avail herself of the option of succeeding to her husband's share of the business, and on the 10th of December she took out letters of administration, and thereby became his sole legal representative :-Held, that this was not an effectual notice within the meaning of the deed. Holland v. King, 6 C. B. 727.

How Construed.]—The transactions of partners with each other cannot be considered merely with respect to the express contract between them. The duties and obligations arising from the relation between the parties are regulated by the express contract between them so far as it extends and continues in force; but if it, or so much of it as continues in force, does not reach to all those duties and obligations, they are implied and enforced by law. And it is often matter to be collected and inferred from the conduct of the parties whether they have held themselves, and ought or not to be, bound by the particular provisions in the express agreement. Where it is insisted that the conduct of one partner entitles the other to a dissolution, the court must consider, not merely the specific terms of the express contract, but also the duties and obligations which are implied in every part-412. nership contract. Smith v. Jeyes, 4 Beav. 503. And see col. 421.

Ambiguity.]-When articles of partnership are clear and distinct, then partners are bound by them; when they are ambiguous or silent, the course of dealing between the partners regulates the mode by which the court must deal with them, and in some cases the court has allowed the constant usage of partners to supersede the articles. Coventry v. Barclay, 33 Beav. 1; 2 N. R. 375; 11 W. R. 892. And see S. C., on appeal, 3 N. R. 224; 3 De G. J. & S. 320; 9 Jur. (N.S.) 1331; 9 L. T. 406; 12 W. R. 500.

Introduction of Members.]-By articles of partnership it was agreed that, except as there inafter provided, none of the partners should hire any clerk or servant in the business, but T., one of the partners, might introduce two of his sons as pupils or clerks, at a salary, such sons to have an option of becoming partners. T. introduced two sons, the second of whom died without becoming a partner :-Held, that T. could not introduce or employ a third son as pupil or clerk. Watney v. Trist, 45 L. J., Ch.

Held, also, that an action to restrain the breach of a partnership covenant would lie, though the plaintiff did not pray for a dissolution. Ib.

When Void-Under Sale of Offices Act.]-S., an attorney, entered into articles of partnership with the defendant, by which, after reciting that S. held many offices, clerkships and stewardships of manors, it was agreed that the defendant should enter into partnership with S. in the business of an attorney, and that the emoluments from the offices, clerkships and stewardships held by S. should be considered partnership

property, and be distributable accordingly; and if S. should die during the partnership, the defendant should be interested in one moiety of the partnership business, and his executors should be entitled to the profits of the remaining moiety. At the time of the agreement S. was clerk of the peace for a liberty, clerk to the magistrates, clerk to the commissioners of land and assessed taxes, clerk to the commissioners of sewers, clerk to the deputy-lieutenants, steward of certain manors and coroner for the liberty :-Held, that the articles of partnership were not void, as being in contravention of the Sale of Offices Acts (5 & 6 Edw. 6, c. 16, and 49 Geo. 3, c. 126). Sterry v. Clifton, 9 C. B. 110; 19 L. J., C. P. 237; 14 Jur. 312.

As against Public Policy.]-An agreement between two solicitors in partnership that one of them should continue to carry on the business under their joint names, and should be entitled to all the profits, and should grant to the other partner an annuity of 3007., during the life of his mother, and in the event of his dying in the lifetime of his mother, should pay to his widow an annuity of 1001. during the remainder of his mother's life, and should indemnify him against all liability in respect of his name being used, and that the partnership should cease on the death of the mother of the retiring partner : -Held, not to be void as against public policy, but to be a valid and binding agreement. Aubin v. Holt, 2 K. & J. 66; 25 L. J., Ch. 36; 4 W. R.

112.

debited in the partnership accounts with, and should at the end of the partnership repay to the co-partnership the difference between the amount of the sums received in respect of such quarterly payment and the sum he would have been entitled to receive as his share of net profits. The partnership for the first two years proved a dead loss, and the drawings, consequently, came out of the capital. The plaintiff wished for an immediate dissolution, but the defendant wished to carry on the partnership a little longer. The plaintiff commenced an action for dissolution, and applied for an interim injunction to restrain the defendant from drawing out of the capital until the hearing:-Held, that the drawing out of capital was, notwithstanding the proviso for repayment at the end of the partnership, such misconduct within the meaning of the partnership articles as justified the court in granting the injunction, but that the plaintiff also must undertake not to draw out of capital. Lemann v. Berger, 34 L. T. 235.

Duration of Term-Partnership Act, 1890.]— Where no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of his intention so to do to all the other partners.

Where the partnership has originally been constituted by deed, a notice in writing signed by the partners giving it shall be sufficient for the purpose. Partnership Act, 1890 (53 & 54 Vict. c. 39), s. 26.

not evidence of an agreement to contract a partnership commensurate with the duration of the lease. Crawshay v. Maule, 1 Swans. 495; 1 Wils. 181; 18 R. R. 126.

Where the contract does not expressly limit Bankruptcy of Partner-Provision for Reten- the duration of a partnership, the purchase of a tion of Bankrupt Partner's Share-Validity-leasehold interest as part of a stock in trade is Receiver and Manager.]-Articles of partnership entered into by four persons for a period of fourteen years, provided that if any partner should become bankrupt he should cease to be a partner; that, upon any partner ceasing to be a partner, the partnership should thereupon determine Expiration of Term-Continuance without as to such partner, and his share in the capital Fresh Articles-Presumption.]-(1) Where a should remain as a loan to the continuing part-partnership entered into for a fixed term is conners, bearing interest for the residue of the term tinued after the term has expired and without of fourteen years, the repayment of the loan and any express new agreement, the rights and duties interest being secured by the bond or covenant of the partners remain the same as they were at of the continuing partners. Three partners the expiration of the term so far as is consistent became bankrupt, including the partner who with the incidents of a partnership at will. found the whole of the capital. In an action brought by their trustee in bankruptcy against the remaining solvent partner :-Held, that, in the absence of any explanation, the inference was that the above provisions in the articles were inserted in contemplation of bankruptcy, and that the trustee was entitled to the protection of a receiver and manager. The solvent partner was appointed receiver and manager, and was ordered to give security, to pass his accounts, to furnish the plaintiff with proper accounts, to give him reasonable access to the books, and to pay the balances in his hands when they reached an agreed amount, either into court or to a joint banking account of himself and the plaintiff. Collins v. Barker, 62 L. J., Ch. 316; [1893] 1 Ch. 578; 3 R. 237; 68 L. T. 572; 41 W. R.

442.

Capital-Drawing Out-Misconduct Injunction.]-By the partnership articles the partners were allowed to draw a fixed sum quarterly out of net profits, with a proviso that, if at the end of the year the net profits should not have amounted to the sum drawn, each of the partners should be

(2) A continuance of the business by the partners or such of them as habitually acted therein during the term without any settlement or liquidation of the partnership affairs is presumed to be a continuance. Partnership Act, 1890, s. 27.

When the members of a mercantile firm continue to trade as partners after the expiration of the term limited by the partnership articles, without making any new agreement, the original contract is prolonged by tacit consent, and all its conditions remain in force, except in so far as they are inconsistent with any implied term of the renewed contract. An implied term of such a new contract is that each partner has the right, when acting bonâ fide and not for the purpose of obtaining an undue advantage, instantly to determine the partnership. Neilson v. Mossend Iron Company, 11 App. Cas. 298-H. L. (Sc.)

And see now the Partnership Act, 1890 (53 & 54 Vict. c. 39), s. 27.

When partners carry on business under a deed of partnership, if they continue it after the period fixed for its duration, they will, in the absence of any other agreement, be held to con.

tinue it upon the terms of the original deed, and in the event of dispute the business will be wound up under its provisions. Parsons v. Hayward, 31 Beav. 199; 4 De G. F. & J. 474; 31 L. J., Ch. 666; 8 Jur. (N.S.) 474, 924; 6 L. T. 523, 628; 10 W. R. 531, 654.

If a partnership is carried on beyond the term fixed for its duration, it can only be dissolved by special notice, and in its absence no notice to dissolve will be implied. Ib.

the sum standing to the credit of any partner going out on any partial dissolution. Accounts were taken annually, but not in accordance with the articles. In 1873, a six months' notice of enforced retirement, which in fact was informal, was given to the plaintiff, who accepted an offer contained therein to become a partner again in the firm subject to a change in his position, and to certain restrictions, and to the cesser of his interest in the event of proceedings on his part A. and B. entered into a partnership for seven similar to those which led to the notice, the years; the business was carried on by and in the existing articles to be "taken as the guide of a name of A. alone, B. being a mere sleeping part-partnership so formed." No new articles were ner. A. continued the business, after the expira-drawn up :-Held, that the power of enforced tion of the term, on the same premises :-Held, retirement at the desire of the majority was that B. was entitled to a share of the subsequent retained in the new partnership. Stewart v. profits. Ib. Gladstone, 47 L. J., Ch. 423; 38 L. T. 557; 26 W. R. 657.

Surviving partners held, by inference deduced from their conduct, to have carried on their business on the same terms as the original partners. King v. Chuck, 17 Beav. 325.

Termination by Effluxion of Time-Dormant Partner.]-Articles of partnership for a In a partnership between A., B. and C., there term were entered into between an active and a was a stipulation, that if one died the survivor sleeping partner under the name of the former, should take the business and pay his executors who continued to carry on the business after the his capital, as appearing on the last account. A. expiration of the term in the same name, but died, and B. and C. continued to carry on the without paying off the capital of the sleeping business without articles. B. afterwards died. partner :-Held, that the partnership continued, The court, from the conduct of the parties, and that the sleeping partner was entitled to a inferred that B. and C. carried on their business share of the profits after the end of the term. on the same terms, as to winding up on the Parsons v. Hayward, 4 De G. F. & J. 474; 31 death of either, as those which applied to the L. J., Ch. 666; 8 Jur. (N.S.) 924; 6 L. T. 628; first partnership between A., B. and C., and 10 W. R. 654. decreed C. to pay to B.'s executors his capital, as appearing on the last account. Ib.

Arbitration Stay of Proceedings.]-A partnership was continued after the expiration of the term specified in the articles of partnership. The articles contained an arbitration clause, providing, in effect, that all disputes or questions respecting the partnership affairs, or the construction of the articles, should be referred to arbitration. There were also clauses providing for the purchasing by the continuing partners of the share of a deceased partner. An action was brought by the executors of a deceased partner against the surviving partner for the winding up of the partnership. The defendant moved for a stay of proceedings and a reference of the matters in difference between the parties to arbitration. One of the questions was whether it was for the court or for the arbitrators to determine which of the clauses in the articles, and in particular whether the purchasing clauses, applied to the partnership so carried on after the expiration of the term-Held, that it was for the arbitrators, and not for the court, to determine which of the articles applied; and that a stay of proceedings must be directed, and a reference of all matters in difference to arbitration. Cope v. Cope, 52 L. T. 607.

See ARBITRATION.

Enforcing Retirement.] - Partnership articles, executed in 1864, gave power to the majority, upon not less than six months' notice, to enforce the retirement of any partner if they should be so desirous, and also power to the others to expel any partner immediately on his committing certain special offences, and also provided for partial dissolution on retirement or death of any partner, and for total dissolution, and for the taking and settlement of annual accounts by the partners, and for the ascertainment, under the provisions for taking the annual accounts, of

Applicability of Terms.]-When a partnership for a term is continued after its expiration without express renewal, although the assumption is that it is continued on the same general footing as before, this only extends to such of the stipulations in the original articles as are properly applicable to the new contract. Hogg v. Hogg, 35 L. T. 792.

A. and B. entered into partnership for a term. The articles provided that, in case either partner should die before the expiration of the partnership term, the surviving partner should settle and adjust all accounts, matters and things relating to the partnership, and should become the purchaser of the share of the deceased partner, at the amount fixed as the value, on the last annual statement of account, and should pay the same by certain instalments. On the expiration of the term, A. and B. continued to carry on the business without any reference to the partnership articles. A. died. B. then expressed his determination to carry on the business alone, and, under an arrangement with A.'s administratrix, stated an account of the value of the business as a going concern at the death of A., and took over the business and A.'s share, at the amount appearing by the account to be the value thereof, and paid sums on account. On the death of B. the partnership assets were sold at a considerable loss, and it was insisted by B.'s representatives that this loss ought to be borne ratably by A.'s and B.'s estates:-Held, that as B. had insisted on his right under the articles to purchase A.'s share at a valuation stated by himself, A.'s administratrix was entitled to prove against B.'s estate for the balance due under the stated account. Ib.

When a partnership for a term is continued after its expiration without express renewal, although the assumption is that it is continued on the same general footing as before, this only extends to such of the stipulations in the original

articles as are properly applicable to the new contract. Clark v. Leach, 1 De G. J. & S. 409; 32 L. J., Ch. 290; 9 Jur. (N.S.) 610; 8 L. T. 40; 11 W. R. 351.

When one of the articles of a partnership for a term provided that either partner might, in the event of specified conduct on the part of the other, dissolve the partnership by notice, and that the latter partner should, in that event, be considered as quitting the business for the benefit of the former, this article is not properly applicable to a continuation of the partnership after the expiration of the term without any agreement for renewal. Ib.

Articles Inapplicable.]-Where a partnership is continued beyond the term fixed by the partnership articles, the articles are still applicable, except where they are inconsistent with a partnership at will. Daw v. Herring, 61 L. J., Ch. 5; [1892] 1 Ch. 284; 65 L. T. 782; 40 W. R. 61.

Articles of partnership between A. and B. for a term of years, contained a clause that, within three calendar months after the expiration or determination of the partnership by effluxion of time, A. should have the option of purchasing B.'s share in the business-Held, that such a clause was not inconsistent with a partnership at will. Cox v. Willoughby (13 Ch. D. 863) and Yates v. Finn (13 Ch. D. 839) explained. Ib.

Purchase of Deceased Partner's Share

At the expiration of articles of partnership the partnership was carried on without new articles. A particular mode of sale of the partnership assets had been provided by the articles at the expiration of the term, or upon notice of dissolution by any of the partners :-Held, that such-Term.]-Where a partnership, the term of mode of sale was not applicable to the determin- which has expired, is continued only for the ation of the continuing partnership at will. purpose of winding up the business of the partWoods v. Lamb, 35 L. J., Ch. 309. nership, a clause providing for the purchase by a surviving partner of a deceased partner's share is no longer binding. Myers v. Myers, 60 L. J., Ch. 311.

A., being seised in fee of warehouses and land on which he carried on his trade, upon taking his son into partnership, for twenty-four years, conveyed to him in fee certain shares in the houses and land; and by the articles of partnership it was stipulated that the shares in the land given to the son, as also those reserved by the father, should be taken as part of the joint-stock in the trade, and in the event of either party dying before the expiration of the twenty-four years without disposing of his shares, the same were to be sold, a right of pre-emption being reserved to the survivor. Both parties outlive the twentyfour years, and continue after that to carry on business, but without renewing the articles, when A. dies-Held, that as between his real and personal representatives his shares in the land were not converted into personalty. Cookson v. Cookson, 8 Sim. 529; 6 L. J., Ch. 337 ; 1 Jur. 621. Two persons seised of freeholds, agreed to carry on business in partnership upon the premises for fourteen years, and that if either died during that term, the survivor should purchase the freeholds at the stated price. The fourteen years having expired, they, by parol agreement, continued the partnership on the old terms." One afterwards died intestate-Held, that the stipulation as to purchase was binding, and that the freeholds were converted into personal estate, and did not pass to the heir. Essex v. Essex, 20 Beav. 442.

66

When, after the expiration of the term limited by partnership articles, the business is carried on by the partners without the execution of fresh articles, all those provisions of the old articles which are not inconsistent with a partnership at will, continue to apply to the partnership at will thus constituted. Under such circumstances:Held, that a provision in the articles that, on the decease of one of the partners before the expiration of the partnership term, the surviving partner should pay to his executors the sum of 1,500l., as the purchase-money for his interest in the goodwill of the business, applied to the partnership at will constituted by the carrying on of the business without fresh articles after the expiration of the partnership term. Essex v. Exsex (20 Beav. 442) followed. Cookson v. Cookson (8 Sim. 529) not followed. Cox v. Willoughby, 49 L. J., Ch. 237; 13 Ch. D. 863; 42 L. T. 125; 23 W. R. 503. Beamish v. Beamish, Ir. R. 4 Eq. 120.

Continuance after Dissolution for Winding up.]-Partnership after the determination of it by the contract of the partners, may continue for the purpose of winding up engagements with third persons. Crawshay v. Collins, 15 Ves. 226.

A partnership in trade is continued for some purposes after a dissolution. Beak v. Beak, 3 Swan, 627.

Power to Appoint Successor.]-By deed of the 29th October, 1862, six persons, of whom the testator was one, formed a partnership by deed for seven years from the date of the deed, with a money capital of 30,9007., to be contributed in equal shares. The deed provided that each partner should employ himself in or about the business, and carry on and manage the same to its greatest advantage; and that in case any of the partners should die before the expiration of the term of seven years, or in case at the expiration or other sooner determination of the partnership any of the partners should retire, and the others should be desirous of carrying on the business, the share of any partner so dying or retiring might, at the option of the others, be taken by them at a valuation, on giving a written notice of election within six months after such death or retirement; and that in case no such notice should be given, it should be deemed that the other partners had elected not to take the share of such deceased or retiring partner. Two of the partners died-one in 1865, and the other in 1867-and no notice of election to purchase either share was served by the surviving partners, but the business was continued by the survivors. By a deed of the 15th October, 1869, made between the four surviving partners, one of whom was the testator, reciting the deed of 1862, the term of the partnership thereby created, and the deaths of the two deceased partners, and that the said partnership was still subsisting, and consisted of the four surviving members of the firm, who were entitled to the stock-in-trade, &c., as expressed in the deed of 1862, it was agreed and declared that it should be competent to each of them at any time, during the continuance of the partnership, by deed or will to nomi

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