2 Barker v. Goodair, 11 Ves. 78; Dutton v. Morrison, 17 Ves. 193; In re Wait, 1 Jac. & Walk. 605; Story on Part. § 340, 341.
3 Moody v. Payne, 2 Johns. Ch. 548; Dutton v. Morrison, 17 Ves. 194; Allen v. Wells, 22 Pick. 450; Story on Part. § 261, 263, 311; Skipp v. Har-wood, 2 Swanst. 585, 586, note; Nicoll v. Mumford, 4 Johns. Ch. 525; Rodriguez v. Heffernan, 5 Johns. Ch. 417, 428.
4 Pearpoint v. Graham, 4 Wash. C. C. 234; Peacock v. Peacock, 16 Ves. 56; Miles v. Thomas, 9 Sim. 606; 1 Story on Eq. Jur. § 668; Bishop v. Breckles, Hoffm. 534; 3 Kent, Comm. lect. 43, p. 53; Griswold v. Wad-dington, 15 Johns. 57; Heath v. Sansom, 4 B. & Ad. 172; Story on Part. § 268, 269, 275, and note 3; Pothier, Pand. Lib. 17, tit. 2, n. 64; Doe v. Miles, 1 Stark. 181; 1 Montagu on Part. pt. 3, ch. 1, § 1, p. 90 (113); Sanderson v. Milton Stage Co., 18 Vt. 107.
But if, at the expiration of the time, the partnership should still be continued, it will be considered as a mere partnership at will, and dissoluble at the instance of either party.1
§ 320. Fourthly. A partnership may be dissolved by a decree of a court of equity; or it may be declared void ab initio. It may be dissolved on account of wilful fraud, misconduct, or even gross negligence on the part of any partner, whenever it is productive of injury to the partnership. Such misconduct must not, however, be trivial, or the court will only enjoin his duty upon the faulty partner. So, also, a dissolution will be granted where the undertaking of the partnership is impracticable, or where some one of the partners is disabled from contributing his skill and labor, when such disability obviously obstructs the interests of the partnership; as if the person become so insane as to be disqualified from performing the duties of the partnership.2 Insanity does not, however, per se work a dissolution of the partnership, but only gives to the other parties the right of election, whether to continue it or not.3 And generally, indeed, where any thing occurs to obstruct or prejudice the interests of the partnership, it will afford a reasonable ground for a decree of dissolution.
§ 321. Lastly, a partnership may be dissolved by the completion of the whole business for which it was formed;4 or by the destruction of the subject matter of the partnership, - as if the partnership be in reference to a ship to be employed by them, and the ship be burnt or totally lost.
1 Williams v. Jones, 5 B. & C. 108; Crawford v. Hamilton, 3 Madd. 254; Scholefield v. Eichelberger, 7 Peters, 594; Vulliamy v. Noble, 3 Meriv. 614; Gratz v. Bayard, 11 S. & R. 41; Coll. on Part. B. 1, ch. 2, § 2, p. 73, 74; Gow on Part. ch. 5, § 1, p. 219, 220, 3d ed.; Story on Part. § 275, and note 3.
2 Wrexham v. Hudleston, cited in 1 Swanst. 514, note; Sayer v. Bennet, 1 Cox, 107; Waters v, Taylor, 2 Ves. & Bea. 301; Jones v. Noy, 2 Myl. & K. 125; Milne v. Bartlet, 3 Jur. 358, April, 1839; Wray v. Hutchinson, 2 Myl. & K. 235; 1 Story, Eq. Jur. § 673; Goodman v. Whitcomb, 1 Jac. & Walk. 589; Chapman v. Beach, 1 Jac. & Walk. 594; Loscombe v. Russell, 4 Sim. 8; 3 Kent, Comm. lect. 43, p. 58, 60; Gratz v. Bayard, 11 S. & R. 41; 1 Montagu on Part. p. 3, ch. 1, p. 113; Gow on Part. ch. 3, § 1, p. 221, 3d ed.; Littlewood v. Caldwell, 11 Price, 97; Story on Part. § 282-300; Gow on Part. ch. 5, § 1, p. 227, 3d ed.; Pearce v. Piper, 17 Ves. 1; Beaumont v. Meredith, 3 Ves. & Bea. 180, 181; Reeve v. Parkins, 2 Jac. & Walk. 390.
3 Story on Part. § 294; Pothier, de Societe, n. 141, 142, 148, 152; Coll. on Part. B. 2, ch. 3, § 3, p. 195.
4 Story on Part. § 280, 281; 3 Kent, Comm. lect. 43, p. 53; Griswold v. Waddington, 16 Johns. 438; Fellows v. Wyman, 33 N. H. 351.
§ 322. Where a dissolution results from the retirement of one or more of the partners, or from the act of the parties, it becomes necessary for notice thereof to be given, to absolve the withdrawing members from responsibility to third persons; for a partnership is, as to such persons, considered as continuing, until they are actually aware of its dissolution, or have had notice thereof. When, therefore, the dissolution results from the retirement of a known partner, or from a change of known parties, the retiring partner will still continue to be liable, unless notice of his retirement be given.1 This rule stands upon the ground that persons dealing with a firm give credit to all the known parties, and the withdrawal of one may affect his confidence in the firm, and consequently all his dealings with it. Where, however, the reason fails, the rule fails; and as no credit can be given to an unknown or dormant partner, notice of his withdrawal is not necessary, except to those who know of his connection with the firm.2
§ 323. Where a known or ostensible partner retires from the firm, actual notice of his withdrawal must be given to all who have had previous dealings with the firm;3 and a public notice not brought home to their knowledge will not be sufficient.4 And even though legal notice be given, if the retiring partner subsequently allow his name to appear in the firm, as a partner, he will be liable as such.5 Of course, if knowledge on their part be proved, notice is unnecessary. But in respect to persons who have not had previous dealings with the firm, public notice printed in a regular newspaper of the city where the partnership existed, when published in a fair and reasonable manner, is sufficient.1 If, however, an ostensible partner still allow his name to remain in the firm, he will continue to be responsible to all persons not knowing his separation therefrom, in like manner as if he were actually a member.2
1 3 Kent, Comm. lect. 43, p. 67, 68; Story on Part. § 160, 161; Gor-ham v. Thompson, Peake, 42; Watkinson v. Bank of Penn., 4 Whart. 482; Pitcher v. Barrows, 17 Pick. 361.