If a retiring partner sells his interest to his co-partners, it is an implied term of the contract that the purchasing partners assume the liabilities of the firm, and will protect the retiring partner against any liability by reason thereof.1 An incoming partner does not assume any liability for pre-existing debts unless he agrees so to do.2 So a new firm, one member of which was a member of the old firm, is not liable for the debts of the old firm.3 If one partner retires and the remaining partners or the members of the new firm agree with him to assume the partnership debts a question is presented as to whether the retiring partner remains primarily liable to the creditors of the firm whose debts were incurred while he was a partner, or whether he is now a surety for the members who have assumed such debts. He clearly does not become a surety as to creditors who do not assent to such an arrangement.4 The weight of authority is that he remains primarily liable, even as to assenting creditors,5 and as he does not become a surety he is not released by an extension of time for valuable consideration without his assent.6 There is some authority, however, for the proposition that such an arrangement makes the retiring partner a surety if the creditors assent.7 So he is held to be a surety released by extension of time,8 and entitled to require the creditors of the partnership to sue promptly.9 Such an arrangement certainly does not release the retiring partner entirely unless the creditors specifically assent thereto.10 If a purchasing partner agrees to pay the debts of the firm, it has been held that the retiring partner has a

Rep. 777; 49 L. R. A. 468; 34 S. E. 828.

17 Givens v. Berry (Ky.), 52 S. W. 942.

18 Smith v. Smith, 93 Me. 253; 44 Atl. 905.

19 Phelps v. State, 109 Ga. 115; 34 S. E. 210.

20 White v. Smith, 63 Ark. 513; 39 S. W. 555.

21 Moore v. Price, 116 Ala. 247; 22 So. 531.

22 Walters v. McGreavy, 111 Ia. 538; 82 N. W. 949.

23 Havner v. Stephens (Ky.), 58 S. W. 372.

24 Hubbard v. Moore, 67 Vt. 532; 32 Atl. 465.

25 Raymond v. Vaughn, 128 111. 256; 15 Am. St. Rep. 112; 4 L. R. A. 440; 21 N. E. 566; Walters v. McGreavy, 111 Ia. 538; 82 N. W. 949.

26 Raymond v. Vaughn. 128 111. 256; 15 Am. St. Rep. 112; 4 L. R. A. 440; 21 N. E. 566.

27 Patrick v. Weston, 22 Colo. 45; 43 Pac. 446.

28 Snell v. Stone, 23 Or. 327; 31 Pac. 663. Whether such partnership can be formed, see Sec. 929.

29 Breaux v. Le Blanc, 50 La. Ann. 228; 69 Am. St. Rep. 403; 23 So. 281.

30 Carter v. McClure, 98 Tenn. 109; 60 Am. St. Rep. 842; 36 L. R. A. 282; 38 S. W. 585.

1 Cobb v. Benedict, 27 Colo. 342; 62 Pac. 222; Edens v. Williams, 36 111. 252; Lambert v. Griffith, 50 Mich. 286; 15 N. W. 458: Schlicher v. Vogel, 61 N. J. Eq. 158; 47 Atl. 448.

2 Nix v. Bank, 23 Colo. 511; 48 Pac. 522.

3 Ball v. Mashburn, 110 Ga. 285; 34 S. E. 851.

4 Eagle Mfg. Co. v. Jennings, 29 Kan. 657; 44 Am. Rep. 668; Raw-son v. Taylor, 30 0. S. 389; 27 Am. Rep. 464; Shapleigh Hardware Co. V. Wells, 90 Tex. 110; 59 Am. St. Rep. 783; 37 S. W. 411; McCoy v.

Jack, 47 W. Va. 201; 34 S. E. 991.

5 National Cash Register Co. v. Brown, 19 Mont. 200; 61 Am. St. Rep. 498; 37 L. R. A. 515; 47 Pac. 995.

6 National Cash Register Co. v. Brown. 19 Mont. 200; 61 Am. St. Rep. 498; 37 L. R. A. 515; 47 Pac. 905.

7 Wiley v. Temple, 85 111. App. 69.

8 Millerd v. Thorn, 56 N. Y. 402.

9 Colgrove v. Tallman, 67 N. Y. 95; 23 Am. Rep. 90.

10 Andres v. Morgan, 62 O. S. 236; cause of action as soon as the purchasing partner allows any bill of the original partnership to remain unpaid after it is due.11