“ Partners are called collectively a "firm"; the name under which they carry on business is called the firm name. Under English law the firm is not a corporation, nor is it recognized as distinct from the members composing it; any change amongst them destroys the identity of the firm. In Scotland a firm is a legal person distinct from its members, but each partner can be compelled to pay its debts. ”

“ A dissolution usually is not complete as against persons who are not partners, until notice of it has been given; until then such persons may treat all apparent partners as still members of the firm. Consequently, if notice is not given when it is necessary, a partner may be made liable for partnership debts contracted after he ceased to be a partner. Notice is not necessary to protect the estate of a dead or bankrupt partner from partnership debts contracted after his death or bankruptcy; nor is notice necessary when a person not known to be a partner leaves a firm. ”

“ Thus a company can be made bankrupt without the partners being made so as individuals. And, when both company and partners are bankrupt, the company creditors are entitled to rank on the separate estates of the partners for the balance of their debts equally with the separate creditors. But in sequestration, by the Bankruptcy Scotland Act 1856, § 66, the creditor of a company, in claiming upon the sequestrated estate of a partner, must deduct from the amount of his claim the value of his right to draw payment from the company's funds, and he is ranked as creditor only for the balance. ”

“ Heritable property cannot be held in the name of a firm; it can only stand in the name of individual partners. Notice of the retirement of even a dormant partner is necessary. The law of Scotland draws a distinction between joint adventure and partnership. Joint adventure or joint trade is a partnership confined to a particular adventure or speculation, in which the partners, whether latent or unknown, use no firm or social name, and incur no responsibility beyond the limits of the adventure. ”

“ If, on a dissolution or change in the constitution of a firm, the goodwill belongs under the partnership agreement exclusively to one or more of the partners, the partner who is entitled to the goodwill has the rights of a seller, and those to whom the goodwill does not belong have the rights of a purchaser. ”

“ The authority of a partner to bind his co-partners commences with the partnership. A person therefore who enters into a partnership does not thereby become liable to the creditors of his partners for anything done before he became a partner. But a partner who retires from a firm does not thereby cease to be liable for debts or obligations incurred before his retirement. He may be discharged from existing liabilities by an agreement to that effect between himself and the members of the firm as newly constituted and the creditors. ”

“ If a person not generally known to be a partner is known to be so to certain individuals, notice must be given to them. Notice in the Gazette is sufficient as regards all persons who were not previously customers of the firm; notice in fact must be given to old customers. On a dissolution, or the retirement of a partner, any partner may notify the fact and require his co-partners to concur in doing so. ”

“ In most states claims against the firm after the death of a partner must, in the first instance, be made to the survivors. The creditors cannot, as in England, proceed directly against the representatives of the deceased. An ordinary partnership between miners for working a mine is not dissolved by the death of one of the partners, nor by the transfer by one of his interest in the concern. ”

“ The legal estate in partnership land devolves according to the general law, but in trust for the persons beneficially interested therein. As between partners, and as between the heirs of a deceased partner and his executors or administrators, such land is treated as personal or movable estate, unless a contrary intention appears. ”

“ It is not sufficient, in order to fix innocent partners with liability for the misapplication of money belonging to a third party, merely to show that such money was employed in the business of the partnership, otherwise all the members of a firm would in all cases be liable to those beneficially interested therein for trust money improperly employed in this manner by one partner. ”

“ When a partner has paid a premium on entering into a partnership for a fixed term, and the partnership is determined before the expiration of the term, the court may, except in certain cases, order a return of the premium or of some part of it. ”

“ In Germany it must, upon the first constitution of the firm, contain the name of at least one actual partner, and must not contain the name of any one who is not a partner; when once established the style of the firm may be continued notwithstanding changes. ”

“ The purchaser may advertise himself as carrying on the former business, canvass its customers, and trade under the old name, unless that name is or contains the name of the vendor, and the purchaser by using it without qualification would expose the vendor to the liability of being sued as a partner in the business. ”

“ No partner may be introduced into the firm without the consent of all the partners. The partnership books must be kept at the principal place of business, and every partner may inspect and copy them. Partners must render to each other true accounts and full information of all things afTecting the partnership. A partner may not make use of anything belonging to his firm for his private purposes, nor may he compete with it in business. If he does so he must account to his firm for any profit he may make. ”

“ It is not a complete code of partnership law; it contains no provisions regulating the administration of partnership assets in the event of death or bankruptcy, and is silent on the subject of goodwill. The existing rules of equity and common law continue in force, except so far as they are inconsistent with the express provisions of the act. ”

“ If his former partners have by agreement an option to purchase his share, and exercise the option and comply with its terms, he is not entitled to any further or other share in profits than that given him by the agreement. ”

“ In many states there can be no limited partnerships in banking and insurance. In this form of partnership one or more persons responsible in solido are associated with one or more dormant partners liable only to the extent of the funds supplied by them. ”

“ Inasmuch as such a person is under the same liability to third parties for liabilities of the firm incurred before rescission as he would have been under had the contract been valid, he is entitled on the rescission to be indemnified by the person guilty of the fraud or making the representation against these liabilities. ”

“ The principal difference is that Scots law recognizes the firm as an entity distinct from the individuals composing it. The firm of the company is either proper or descriptive. A proper or personal firm is a firm designated by the name of one or more of the partners. ”

“ From this definition corporations and companies, such as joint-stock companies and cost-book mining companies, which differ from ordinary partnerships in many important respects, are expressly excluded. ”