The good-will of an establishment is considered, at least for some purposes, as partnership property.1 Indeed, in case of insolvency, or for other sufficient reasons, a court will take cognizance of it, as a valuable property, and order it to be sold,

(o) Hoxie v. Carr, 1 Sumner, 182; Cavander v. Bulteel, L. R. 9 Ch. 79; His-cock v. Phelps, 49 N. Y. 97; Hewitt v.

Rankin, 41 Ia. 35; Lewis v. Anderson, 20 Ohio St. 281. See Reynolds v. Ruckman, 35 Mich. 80.

Ayers, 38 Ill. 418; Divine v. Mitchum, 4 B. Mon. 488; Whitney v. Cotten, 53 Miss. 689; Priest v. Chouteau, 85 Mo. 398; Matlack v. James, 13 N. J. Eq. 126; Hiscock v. Phelps, 49 N. Y. 97; Ross v. Henderson, 77 N. C. 170; Norwalk Bank v. Sawyer, 38 Ohio St. 339; Bergeson v. Richardott, 55 Wis. 129. In Pennsylvania lien creditors also are entitled to priority over the equities of partners or firm creditors in land not appearing on the records to be partnership property. Shafer's Appeal, 106 Pa. 49.

1 The value of the good-will is the advantage secured in succeeding to the business without reference to excluding any other person from the same business. Mcllvaine, J., in Rammelsberg v. Mitchell, 29 Ohio St. 22, 54. And see Harrison v. Gardner, 2 Madd. 198. The good-will is considered a part of the partnership property, and will be included in its sale. Sheppard v. Boggs, 9 Neb. 257; Boon v. Moss, 70 N. Y. 465. It was indeed held in Hammond v. Douglas, 5 Ves. 539, that on the death of a partner, the survivors became entitled to the good-will to the exclusion of the estate of the deceased partner. And see Lewis v. Langdon, 7 Sim. 421. This was doubted in Crawshay v. Collins, 15 Ves. 218, 227, and cannot now be regarded as law. Wedder-burn v. Wedderburn, 22 Beav. 84; Smith v. Everett, 27 Beav. 446; Hall v. Barrows, 4 De G. J. & S. 150; Dougherty v. Van Nostrand, Hoff. Ch. 68.

Where a retiring partner has sold his share of the business and good-will he may carry on the same business in the same place in the absence of an agreement to the contrary, and may deal with customers of the old business. Leggott v. Barrett, 15 Ch. D. 306; Pearson v. Pearson, 27 Ch. D. 145; Vernon v. Hallam, 34 Ch. D. 748; Porter v. Gorman, 65 Ga. 11; Wiley v. Baumgardner, 97 Ind. 66; Hoxie v. Chaney, 143 Mass. 592; McCord v. Williams, 96 Pa. 78. It was held in Ginesi v. Cooper, 14 Ch. D. 596, that it was not allowable to deal with such customers, but this case is overruled by the later English decisions cited above. A retiring partner who has sold his share of the business and good-will may not, however, solicit customers of the old business to deal with him. Labouchere v. Dawson, 13 Eq. 322; Hookham v. Pottage, 8 Ch. 91; Leggott v. Barrett, 15 Ch. D. 306; Moreau v. Edwards, 2 Tenn. Ch. 347. See also Dwight v. Hamilton, 113 Mass. 175. In Pearson v. Pearson, 27 Ch. D. 145; and in Vernon v. Hallam, 34 Ch. D. 748, it was held that even such solicitation would not be enjoined.

The assignment of the good-will carries the exclusive right to use the name of the old firm. Levy v. Walker, 10 Ch. D. 436; Doake v. Dodsworth, 4 Kan. 159; Rogers v. Taintor, 97 Mass. 291; Carmichel v. Latimer, 11 R. I. 395. But to give this right it is necessary that there should be an express assignment of the good-will. Gray v. Smith, 43 Ch. D. 208.

* and restrain partners from pursuing a course which would destroy its value. (p)

In one English case, a distinction was taken between professional partnerships, in which the pecuniary value of the goodwill was recognized, and commercial partnerships, in which it was intimated that the rule might be otherwise. (q)1 Hut we doubt the value of the distinction.

If the good-will could not be attached, it might still be assigned for the benefit of the creditors. Perhaps it would pass to the assignees of a bankrupt or insolvent, by operation of law; but not so as to carry with it any obligation of further labor or responsibility on the part of the insolvent, to make the good-will available. (r)