A person dealing with the firm may consider the consent of a majority to a contract as the consent of the firm, although he knows of the dissent of the minority of the members. In an even division a proposed transaction fails of sanction. And even in the case of a majority approval the transaction must not be for the private benefit of the approving majority, otherwise the transaction is vitiated as to those who have notice of the private character of the transaction.20

15 Fordyce vs. Shriver, 115 III., 530;

Yetzer vs. Applegate, 83 Iowa 726; Bohrer vs.Drake, 33Minn. 408. 16 Pierce vs. Scott, 37 Ark., 308;

Hame vs. McNees (Ky., 1889) 10 S. W. Rep., 384. 17 Taylor vs. Davis, 3 Beav., 388.

18 Heath vs. Waters, 40 Mich., 457;

Scudder vs. Ames, 89 Nev., 496.

19 Lyles vs. Styles, 2 Wash. (U. S.),

224; Exchange Bank vs. Gardner, 104 Iowa, 176; Brownell vs. Stiere, 128 III., 209; Einstein vs. Scnebly, 89 Fed. Rep., 540.

And whenever an important transaction is to be entered upon, notice thereof should be given to the minority that opportunity may be had for objections.

A general provision in the articles of copartnership that a majority shall govern in all matters does not alter the common rule that unanimous consent is necessary for a change in the nature of the business or in the terms of the association.21 Without provision in the articles of agreement a majority cannot expel a member, and all such powers when given are strictly construed. When there is a miscarriage or failure in the objects of the partnership, a bill for accounting and dissolution is the proper remedy; a notice to patrons and to the public of withdrawal and dissolution of the firm, or the formation of a new partnership, might subject the disrupting members to a suit for breach of contract on the part of dissenting members, even if complications in the disposition of property or in the accounting did not arise.22