The partnership must be voluntary; and therefore no partner and no majority of partners can introduce a new member without the consent of the others. The delectus personarum is always preserved, and if one partner sells out his interest in the firm, this works a dissolution of the partnership, which can only be renewed by the agreement of all. But such transfer may be made by a partner, and will give to a bona fide purchaser all the right of the partner selling out, to his share of the surplus upon a settlement. (s) * And he may have a suit in equity for his share of the profits. (t)

(p) Williams v. Wilson, 4 Sandf. Ch. 379.

(q) Farr v. Pearce, 3 Madd. 70.

(r) Dougherty v. Van Nostrand, Hoff. Ch. 68.

(s) Gilmore v. Black, 2 Fairf. 488; Griswold v. Waddington, 15 Johns. 82; Moddewell v. Keever, 8 W. & S. 63. The assignment of shares in the stock of an unincorporated company, the certificates of which contained a provision that they should not be assigned without the consent of the directors and treasurer, being made without their assent, does not make the assignee a partner, or enable him to bring a bill in equity to compel the partners to account. Kingman v. Spurr, 7 Pick. 235. Parker C. J., said: "It is a settled principle, that a company or co-partnership cannot be compelled to receive a stranger into their league. These associations are founded in personal confidence and delectus person-arum. It is even held, that an executor

(t) Mathewson v. Clarke, 6 How. 122, 141.

1 See also as to good will in professional partnerships, Austen v. Boys, 2 De G. & J. 626; Arundell V. Bell, 52 L. J. Ch. 537; s. c. 49 L. T. 345; Morgan v. Schuyler, 79 N. Y. 490.

An assignment to trustees for the benefit of the creditors does not make the creditors partners, and though the assignment proposes that the business shall be carried on by the assignees to make the profits for the benefit of the creditors, if they exercise no control or direction in the management of the business, it seems by the latest decisions that they will not be regarded as partners therein, as to third parties; the proper test in such a case being whether the person by whom the business is actually carried on, acts only in the capacity of agent for those to whose benefit the profits are to accrue. (u) section v: