When a partner dies, the partnership property goes to the survivors for the purpose of settlement, and they have all the power necessary for this purpose, and no more. (f)1 Thus they may the partner or executor, or other person carrying on the trade, may be personally responsible for all the debts contracted."

(e) McNeilli'e v. Acton, 21 E. L. & E. 3; Laughlin v. Lorentz, 48 Penn. St. 275. [See, however, the cases cited in note (d) ante].

(f) Ex parte Ruffin, 6 Ves. 119, 126; Ex parte Williams, 11 Ves. 5; Crawshay v. Collins, 15 Ves. 218; Peacock v. Peacock, 16 Ves. 49, 57; Harvey v. Crickett, apply the funds of the firm to discharge incumbrances on the real estate, or to execute a contract for purchase of real estate. (ff) But they cannot renew a promissory note and bind their partners to the new note, although they will be themselves bound by it, nor can a partner do this who is authorized by the partners, on a dissolution, to wind up the business. (fg) It is said that the survivors can charge nothing for their trouble or labor in settling the concern. (g)1 Nor is a partner entitled to compensation for extra services in the absence of an express * contract, and it is said that there is no principle of the law which authorizes an inquiry into the inequality of the services of partners, unless there be an express stipulation to that effect. (h)

5 M. & Sel. 336; Butchart v. Dresser, 31 E. L. & E. 121; Barney v. Smith, 4 Har.

& J. 495; Murray v. Mumford, 6 Cowen, 441; Washburn v. Goodman, 17 Pick. 519; Rice v. Richards, 1 Busb. Eq. (N. C.) 277; Shields v. Fuller, 4 Wis. 102; Van Valkenburg v. Bradley, 14 Ia. 108.

But in Buckley v. Barber, 1 E. L. & E. 506, Baron Parke doubts whether surviving partners have a power to sell and give a good legal title to the share of the partnership property belonging to the executors of the deceased, even when they sell in order to pay the debts of the deceased and of themselves, and decides that at all events the survivors have no power to dispose of it otherwise than to pay such debt, certainly not to mortgage it together with their own as a security for a debt principally due from them, and in part only from the deceased In Louisiana the rule of the French law prevails, and the surviving partner has no power to sue for the partnership debts without the authority of the court. Con-nelly v. Cheever, 16 La. 30; Hyde v. Brashear, 19 La. 402.

1 For the purpose of winding up the partnership business after dissolution, a partner has power to pay or compromise firm debts. Tutt v. Cloney, 62 Mo. 116; Moist's Appeal, 74 Pa. 166. And may prefer one creditor over another. Emerson v. Senter, 118 U. S. 3; Smith v. Dennison, 101 Ill. 531; Roach v. Brannon, 57 Miss. 490, 500; Easton v. Courtwright, 84 Mo. 27; Haynes v. Brooks, 116 N. Y. 487. He may receive payment of debts due the firm, Tyng v. Thayer, 8 Allen, 391; Robbins v. Fuller, 24 N. Y. 570; or transfer the firm property in payment of debts, or to reduce the assets to cash. Milner v. Cooper, 65 Ia. 190; Thursby v. Lidgerwood, 69 N. Y. 198; Calvert v. Miller, 94 N. C. 600. He may draw cheques upon the partnership account. Backhouse v. Charlton, 8 Ch. D. 444; or complete performance of an unfinished contract, Rust v. Chisholm, 57 Md. 376. But there is no power to enter into new contracts so as to bind the old firm, as by the acceptance of an existing offer, see Goodspeed v South Bend Plow Co. 45 Mich. 237; or by issuing negotiable paper. Curry v. White, 51 Cal. 530; Hayden v. Cretcher, 75 Ind. 108; Maxey v. Strong, 53 Miss. 280; Gardner v. Conn, 34 Ohio St. 187; Bank v. Green, 40 Ohio St. 431,439 , Roots v. Mason City, etc. Salt Co. 27 W. Va. 4S3. There has been some difference of opinion as to the power of a surviving partner to indorse negotiable paper payable to the firm. It is held that he has not such power in Glasscock v. Smith. 25 Ala. 474; Stair v. Richardson, 108 Ind. 429; Lumberman's Bank v. Pratt, 51 Me. 563; Bryant v. Lord, 19 Minn. 396; Fellows v. Wyman, 33 N. H. 351; Cavitt v James, 39 Tex. 189 , Dana v. Conant, 30 Vt. 246. And see Smith v. Winter, 4 M. & W. 454. A contrary view is taken in Johnson v. Berlizheimer, 84 Ill. 54; Chappell v. Allen. 38 Mo. 213. As a surviving partner has power to sell or transfer firm property, the only apparent objection to such an indorsement arises from the fact that an indorsement is ordinarily an obligation as well as a transfer. This objection does not apply to an indorsement without recourse, and hence the power to indorse the firm name without recourse should be admitted. Waite v. Foster, 33 Me. 424. See Bates, Partnership, § 690.

They are tenants in common with the representatives of the deceased, as to the choses in possession. And they have a lien on them to settle the affairs of the concern, and pay its debts. (i) 2 And if a surviving partner has paid more than his proportion of the firm's debts, he may claim repayment, from the estate of the deceased. But after his lien on the partnership funds is exhausted, he can claim only in common and equally with the separate creditors of the deceased. (j)

Whether a creditor of the firm may proceed against the estate of the deceased partner without first exhausting his remedies against the partnership funds, is not certain; but the prevailing rule in this country is that he must first look to the partnership funds. (k)

(ff) Shearer v. Shearer, 98 Mass. 107.

(fg) Myatts v. Bell, 41 Ala. 222.

(g) Beatty v. Wray, 19 Perm. St. 516. See Willett v. Blanford, 1 Hare, 253, for the discretion of the court as to shares of partners.

(h) Piper v. Smith, 1 Head, 93; Murray v. Johnston, id. 353.

(i) Ex parte Ruffin, 6 Ves. 119; Ex parte Williams, 11 Ves. 5.

(j) Busby v. Chenault, 13 B. Mon. 554.'

1 Dunlap v. Watson, 124 Mass. 305; Johnson v. Hartshorne, 52 N. Y. 173; Brown's Appeal, 89 Penn. St. 139; Denver v. Roane, 99 U. S. 355; contra, Royster v. Johnson, 73 N. C. 474; nor if appointed receiver on his own application, Brien v. Harriman, 1 Tenn. Ch. 467. But a partner who, at his own risk, continues the business in order to preserve the good-will and to sell the property and business to advantage, may be allowed a reasonable compensation, Cameron v. Francisco, 26 Ohio St. 190; and if a surviving partner, with the assent of the administrator of the deceased partner, employs extra labor to finish existing contracts, enters upon new contracts, employing the machinery, patents, and property of the firm therein, then, to the extent of his personal services devoted to such extra work, he is entitled to compensation, Schenkl v. Dana, 118 Mass. 236. And see Robinson v. Simmons, 146 Mass. 167. - K.