Land Credit Co., L. R. 8 Ch. 831; or mortgage firm goods for a firm debt, Richard son v. Lester, 83 Ill. 55; or settle an insurance loss, Brown v. Hartford Ins. Co., 117 Mass. 479; or borrow money, Howze v. Patterson, 63 Ala. 205; Leffler v. Rice, 44 Ind. 103; Smith v. Collins, 115 Mass. 388; or indorse negotiable paper, Porter v. White, 39 Md. 613; Moorehead v. Gilmore, 77 Penn. St. 118; Cottam v. Smith, 27 La. An. 128; or sign the firm name to notes, Wagner v. Simmons, 61 Ala. 143; Johnson v. Barry, 95 Ill. 483; Porter v. Barry, 39 Md. 613; Faler v. Jordan, 44 Miss. 2S3;

Pitts v. Lonsdale, 49 Ind. 521; Shaw v. McGregory, 105 Mass. 96; Dow V. Moore.

47 N. H. 419; but a partner cannot accept a bill drawn " to our order," Hogarth v. Latham, 3 Q. B. D. 643.-K.

1 By a sale or mortgage by one partner of his interest in the partnership, the vendee or mortgagee acquires only a right to such partner's share in the surplus remaining alter all creditors have been paid and accounts between the partners adjusted. Smith v Parkes, 16 Beav. 115; Warren v. Taylor, 60 Ala. 218; Sheehy v. Graves, 58 Cal 449; Beecher v. Stevens, 43 Conn. 587; Smith v. Andrews, 49 Ill 28; Deeter v. Sellers, 102 Ind. 458; Williams v. Lewis, 115 Ind. 45, 47; barbell v. West, 86 N. Y. 280; First Nat. Bank v. Wood, 128 N. Y. 35, 44; Burbank v. Wiley, 79 N. C. 501; Page v Thomas. 43 Ohio St. 38; Stebbins v. Willard, 53 Vt. 665; Maxwell v. Wheeling, 9 W Va. 206.

and of * reason is in favor of this power, and that such assignment, being entirely in good faith, would be held valid; especially if one of the partners had absconded, and the other made the arrangement. (tt)1 He may sell the whole stock

3 Duer, 1. In Egberts v. Wood, 3 Paige, 517, Chancellor Walworth considered such assignments valid when not against the known wishes of a copartner. The contrary was held in Dickinson v. Legare, 1 Desaus. 557 (overruled by Robinson v. Crowder, supra); Dana v. Lull, 17 Vt. 390, per Red)ield, J., and Bennett, J. See Moddewell v. Keever, 8 W. & S. 63. In Havens v. Hussey, 5 Paige, 30, the power of one partner to make such an assignment against the known wishes of a copartner, or without his consent, was held invalid. Chancellor Walworth, referring to Egberts v. Wood, supra, said: "As it was not necessary for the decision of that case, I did not express any opinion as to the validity of an assignment of the partnership effects by one partner, against the known wishes of his copartner, to a trustee, for the benefit of the favorite creditors of the assignor; in fraud of the rights of his copartner to participate in the distribution of the partnership effects among the creditors, or in the decision of the question as to which of the creditors, if any, should have a preference in payment out of the effects of an insolvent concern. . . . One member of the firm, without any express authority from the other, may discharge a partnership debt, either by the payment of money, or by the transfer to the creditor of any other of the copartnership effects; although there may not be sufficient left to pay an equal amount to the other creditors of the firm. Hut it is no part of the ordinary business of a copartnership to appoint a trustee of all the partnership effects, for the purpose of selling and distributing the proceeds among the creditors in unequal proportions. And no such authority as that can be implied. On the contrary, such an exercise of power by one of the firm, without the consent of the other, is in most cases a virtual dissolution of the copartnership; as it renders it impossible for the firm to continue its business."- In Hitchcock v. St. John, 1 Hoff. Ch. 511, it was held that one partner cannot on the eve of insolvency assign all the partnership property to a trustee, for the purpose of paying the debts of the firm with preferences. In Kirby v. Ingersoll,

1 Doug. (Mich.) 477, the reasons for and against the validity of such assignments to trustees were elaborately considered by Fetch, J., delivering the opinion of the court, and Whipple, J., dissenting; and it was held that the implied authority arising from the ordinary contract of copartnership does not authorize one of the partners, without the assent of his copartners, and in the absence of special circumstances, as their absence in a foreign country, to make a general assignment of the partnership effects, to a trustee, for the benefit of creditors, giving preferences to some over others. The power of one partner to make such an assignment to trustees as would terminate the partnership, was left undecided in Hayes v. Heyer, 4 Saudf. Ch. 485, and Pearpoint v. Graham, 4 Wash. C. C. 232. In the latter case Judge Washington evidently inclined to the opinion that it does not exist, although he did not find it necessary to express himself decidedly upon the question. This power is denied in Dunklin v. Kimball, 50 Ala. 251: Wilcox v. Jackson, 7 Col. 521; Loeb v. Pierpont, 58 Ia. 469; Hull v. Harris, 18 B. Mon. 195; Maughlin v. Tyler, 47 Md. 545; Hook v. Stone, 34 Mo. 329; Stein-hart v. Eyhrie, 5 Mont. 463; Kimball v. Hamilton Ins. Co. 8 Bosw. 495, and Hook v. Stone, 34 Mis. 329; Welles v. March, 30 N. Y. 344; Coope v. Bowles, 42 Barb. 87; Holland v. Drake, 29 Ohio St. 441; Pet. of Daniels, 14 R. I. 500; Williams v. Roberts, 6 Cold. 493, 497; Coleman v. Darling, 66 Wis. 155. See Collyer on Part. § 395; Story on Part. §§ 101,310; 3 Kent, Com. 44, n. (7th ed.). But the assignment of real property to trustees will not bind the partners who do not join in it. Anderson v. Tompkins, 1 Brock. 463 , Collyer on Part. (3d Am. ed.) § 394. See also Wilson v. Soper, 13 B. Mon. 411, and Fisher v. Murray, 1 E. D. Smith, 341.

(tt) Palmer v. Myers, 43 Barb. 509. See also Stein v. La Dow, 13 Minn. 412; Hunter v. Waynick, 67 Iowa, 555; New-hall v. Buckingham, 14 Ill. 405; Welles v. March, 30 N. Y. 344, Rumery v. McCulloch, 54 Wis. 565; Pet. of Daniels, 14 R. I. 500.